Common use of Deliveries Clause in Contracts

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: (a) the representations and warranties hereunder are true and correct in all material respects; (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent. (iii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iv) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral. (v) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1. (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee. (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized a Responsible Officer, dated the Closing Date stating that: that (a) the representations and warranties hereunder are true and correct in all material respects; (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; hereunder and under the Loan Documents, (c) no Event of Default or Potential Default exists; and (dy) no Material Adverse Change Effect has occurred since the date of the last audited financial statements of the Borrower Borrowers delivered to the Administrative Agent.Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.2 have been satisfied; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary a Responsible Officer of each of the Loan Parties, certifying as appropriate as to: (aA) all action taken by each Loan Party in connection with to validly authorize, duly execute and deliver this Agreement and the other Loan DocumentsDocuments and attaching copies of such resolution or other corporate or organizational action; (bB) the names names, authority and capacity of the Authorized Responsible Officers authorized to sign the Loan Documents and their true signatures; and (cC) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, certified as of a sufficiently recent date prior to the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued existence and valid existence, good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where organized conduct of business or qualified to do business.ownership or lease of properties or assets requires such qualification; (iviii) This Agreement and each of the other Loan Documents signed duly executed by an Authorized Officer and all appropriate financing statements and appropriate stock the parties thereto; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral.; (v) A written opinion Written opinion(s) of counsel for the Loan Parties, dated as of the Closing Date and as Date, addressed to the matters set forth in Schedule 6.1.1. (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force Administrative Agent and effect, with additional insured, mortgagee the Lenders and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.Agent; (viivi) A duly completed pro forma Compliance Certificate as of the last day of the fiscal quarter Fiscal Quarter of Borrower Borrowing Agent most recently ended prior to the Closing DateDate (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by an Authorized a Responsible Officer of Borrower.Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations Indebtedness not permitted under Section 9.2 shall have been paid in full and (c) that all necessary termination statements, release statements and other releases in connection with all Liens securing such Existing Credit Obligations (other than Permitted Liens) have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit filed or other proceeding has satisfactory arrangements have been made in writing against Borrower whichfor such filing (including payoff letters, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Taxif applicable, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent); (ix) Lien searches in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent for as to the period beginning January 1Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, 2009 in form and ending on substance acceptable to the Expiration Date.Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower Borrowers delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by the Secretary or Secretary, an Assistant Secretary or other Authorized Officer of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.; (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1.1; (viv) Evidence that adequate insurance insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee., and evidence that the Loan Parties have taken all actions required under the Flood Laws and/or requested by the Administrative Agent to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing the Administrative Agent with the address and/or GPS coordinates of each structure on any real property that will be subject to a mortgage in favor of the Administrative Agent, for the benefit of the Lenders, and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral; (viivi) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower.Borrowers and demonstrating for the fiscal period ending November 30, 2010: (1) a trailing twelve month Consolidated EBITDA of the Loan Parties and their Subsidiaries of greater than or equal to $40,000,000 and (2) that the ratio of Consolidated Funded Debt of the Loan Parties and their Subsidiaries to trailing twelve month Consolidated EBITDA of the Loan Parties and their Subsidiaries is less than or equal to 3.25 to 1.00; (vii) All material consents required to effectuate the transactions contemplated hereby; (viii) Evidence that (a) each existing financing arrangement with any of the Existing Credit Agreement has Loan Parties as set forth on Schedule 7.1 have been terminated, (b) and all Existing Credit Obligations outstanding obligations thereunder have been paid and (c) all Liens securing such Existing Credit Obligations obligations have been released or have been agreed to be promptly released. (ix) All fees and expenses A review of the Lenders amount and the Agent required nature of all tax, employee retirement benefit, labor contracts and relations, environmental and all other contingent liabilities (including any litigation) to be paid by which the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter.Parties may be subject; (x) Certification Evidence that no claim, litigation, suit or other proceeding has been made the Borrowers have sufficient mine bonding capacity to conduct their operations as projected in writing against Borrower which, in accordance with the opinion financial projections of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed Borrowers and their Subsidiaries provided to the Administrative Agent.; (xi) Evidence that all of the Loan Parties’ coal reserves are owned by subsidiaries of Elk Creek, L.P. (known as Western Mineral Development, LLC and Ceralvo Holdings, LLC), Western Diamond LLC, Western Land Company, LLC and Xxxxxxxxx Coal Company, Inc.; (xii) Evidence that a minimum cash equity infusion of $5,000,000 has been made into Elk Creek, L.P. by its partners; (xiii) An engineering report certified by an independent engineer acceptable to the Administrative Agent setting forth a review of matters satisfactory to the Administrative Agent, including (i) the coal mines, coal reserves and business operations of the Loan Parties as related to the financial projections of the Borrowers, (ii) the Loan Parties’ coal reserves, and/or (iii) the value of the coal reserves, equipment and infrastructure of the Loan Parties; (xiv) The Authorized Officer of each Loan Party, acting in their capacities as such officers, shall have delivered a certificate in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature solvency of all Tax, ERISA, employee retirement benefit and other contingent liabilities each Loan Party after giving effect to which the Borrower and its Subsidiaries may be subject.transactions contemplated hereby; (xiixv) Financial projections A Lien search in form acceptable scope and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date.with acceptable results; and (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xivxvi) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by an Authorized Officer of each Borrower, dated the Closing Date stating that (v) all representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects as of the Closing Date, except to the extent such representations and warranties are modified by “materiality” or “Material Adverse Change” or words of similar import, in which case they are true and correct in all respects, (w) the Loan Parties are in compliance with each of the covenants and conditions hereunder, (x) no Potential Default or Event of Default exists, and (y) no Material Adverse Change has occurred since January 30, 2010; (ii) A Simplified Borrowing Base Certificate prepared as of the last Business Day Closing Date in substantially the form of the month immediately preceding the Closing DateExhibit 7.3.4.1, showing total unused availability under the sum of Revolving Credit CommitmentsAvailability plus the Borrowers’ cash and cash equivalents then on hand, in each case after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. hereby (iiincluding repayment of Indebtedness under the Existing Loan Agreement (including in respect of any outstanding letters of credit issued thereunder) A certificate and payment of each of the Loan Parties signed by an Authorized Officer, dated fees and expenses owing on the Closing Date stating that: (a) the representations and warranties hereunder are true and correct in all material respects; (b) the Loan Parties are in compliance with each Date), of the covenants and conditions hereunder; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.at least $300,000,000; (iii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.; (iv) This Agreement and each of the other Loan Documents signed by an Authorized Officer of each Loan Party and all appropriate financing statements and appropriate stock powers and certificates and other documents, instruments and agreements evidencing the pledged Collateral., and evidence of filing of all Collateral Documents as may be necessary to reflect valid and perfected first priority Liens in the Collateral; (v) A written opinion of each of Xxxxxx Xxxxxx Xxxxxx & Xxxxxx LLP and Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Loan Parties, each dated as of the Closing Date and opining as to the matters set forth in Schedule 6.1.1.; (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee insured and lender loss payee.; (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower DSW most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower.DSW; (viii) All material consents required to effectuate the transactions contemplated hereby; (ix) Evidence that (a) the Existing Credit Loan Agreement has been terminated, (b) and all Existing Credit Obligations outstanding obligations thereunder have been paid and (c) all Liens securing such Existing Credit Obligations obligations have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter.; (x) Certification that no claim, litigation, suit Results of searches or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance evidence reasonably satisfactory to the Administrative Agent and its counsel (in each case dated as of a date reasonably satisfactory to the amount Administrative Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and nature Liens for which termination statements and releases reasonably satisfactory to the Administrative Agent are being tendered concurrently with such extension of all Tax, ERISA, employee retirement benefit and credit or other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance arrangements reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 delivery of such termination statements and ending on the Expiration Date.releases have been made; (xiiixi) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) Collateral Access Agreement or other lien waiver agreement from the lessor lessor, or other applicable Person for each leased Collateral location the fulfillment center and the main distribution center as required under the Security Agreement.; and (xivxii) Such other documents documents, instruments and agreements in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral, including a pledge of all of the equity in Hourglass Sands and High Point. (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.17.1.1. (viv) Evidence that adequate insurance insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee, and evidence that the Loan Parties have taken all actions required under the Flood Laws and/or requested by the Administrative Agent to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing the Administrative Agent with the address and/or GPS coordinates of each structure on any real property that will be subject to a mortgage in favor of the Administrative Agent, for the benefit of the Lenders, and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral. (vi) All material consents, approvals and licenses required to effectuate the transactions contemplated hereby. (vii) A duly completed Compliance Certificate as All lessor consents allowing for, among other things, a Lien to be obtained upon any lease of the last day Borrower of the fiscal quarter Real Property, from the lessors of Borrower most recently ended prior such lease, as required by the Administrative Agent, in its sole discretion, to have such consents, which such consents shall be in form and substance acceptable to the Closing Date, signed by an Authorized Officer of BorrowerAdministrative Agent (the “Lessor Consents”). (viii) Evidence that To permit the refinancing by the Lenders of the loans outstanding under the 2014 Credit Agreement, (a1) the Existing Borrower shall request Loans in an amount sufficient to refinance the loans under the 2014 Credit Agreement has been terminatedby delivering to the Administrative Agent an appropriately completed irrevocable Loan Request not later than 11:00 a.m., on the first Borrowing Date (bwhich shall be the Closing Date) all Existing Credit Obligations have been paid pursuant to which Loans (to which the Base Rate Option applies) are requested; and (c2) contemporaneously with the execution and effectiveness of this Agreement and utilizing a portion of the proceeds of the Loans, the Borrower shall pay in full all Liens securing amounts outstanding under the 2014 Credit Agreement, including all unpaid principal, interest, breakage fees and all other fees and charges thereunder in order to accomplish the amendment and restatement thereof as of the Closing Date. Each Lender that was a bank under the 2014 Credit Agreement, by execution of this Agreement, waives all notice of prepayment of loans and all notice of termination of the commitments under the 2014 Credit Agreement, and consents to such Existing Credit Obligations have been releasedtermination and prepayment. In the event that the Borrower submits a Loan Request hereunder, then the Borrower agrees to indemnify the Lenders for any and all liabilities, losses, or expenses arising therefrom in accordance with the standards set forth in Section 5.10 [Indemnity], regardless of whether this Agreement has become effective. (ix) All fees A Lien search in acceptable scope and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letterwith acceptable results. (x) Certification Evidence that no claimafter giving effect to the transactions contemplated by the Loan Documents, litigation, suit the Borrower has a sufficient mine bonding capacity (or other proceeding has been made security available for the issuance of permits, including without limitation, letters of credit) to conduct its operations as contemplated in writing against Borrower which, in accordance with the opinion financial projections of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed and its Subsidiaries provided to the Administrative Agent. (xi) Evidence that all of Required Mining Permits with respect to the Loan Parties are in full force and effect in accordance with their terms. (xii) Audited financial statements of Borrower for the fiscal year ended December 31, 2017, prepared in accordance with GAAP and consolidating schedules for the balance sheet, statement of income, retained earnings and cash flow of the Borrower certified (subject to normal year-end audit adjustments and without footnotes) by the Chief Executive Officer, President or Chief Financial Officer of the Borrower as having been prepared in accordance with GAAP, all as more fully described in Section 8.3.2 [Annual Financial Statements]. (xiii) The projected pro-forma financial projections (including balance sheets and statements of operations and cash flows) of the Borrower for each fiscal year from 2018 through 2021, which shall be satisfactory to the Administrative Agent (including all assumptions). (xiv) Completion of all necessary FEMA flood zone diligence requirements. (xv) Satisfactory completion and receipt of all third-party due diligence items, including, but not limited to the Energy Ventures Market Study, each in form and substance satisfactory to the Administrative Agent. (xvi) An Authorized Officer of each Loan Party, acting in their capacities as such officers, shall have delivered a certificate in form and substance satisfactory to the Administrative Agent and its counsel as to the capital adequacy and solvency of each Loan Party after giving effect to the transactions contemplated hereby. (xvii) A review of the amount and nature of all Taxtax, ERISA, employee retirement benefit benefit, environmental and all other contingent liabilities to which the Borrower and its Subsidiaries Loan Parties may be subject. (xiixviii) Financial projections The Administrative Agent and each Lender shall have received, in form and substance reasonably satisfactory acceptable to the Administrative Agent for and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the period beginning January 1, 2009 and ending on the Expiration DateUSA Patriot Act. (xiiixix) An executed Landlord’s Waiver A duly completed Compliance Certificate dated as of the Closing Date pursuant to which Borrower certifies that it shall be in substantially compliance on a Pro Forma Basis with the form covenants contained in Section 8.2.15 [Minimum Debt Service Coverage Ratio] and Section 8.2.16 [Maximum Leverage Ratio] upon the closing and funding of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security AgreementLoans hereunder. (xivxx) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall The Purchasers must have received each the following: (a) certificates representing the Purchased Securities (to the extent any Purchased Securities are certificated) duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case, by the holders of record, together with evidence satisfactory to the Purchasers that the applicable Purchaser has been entered upon the books of the following Target Companies as the holder of the Purchased Securities; (b) the certificates referred to in Section 6.1(1) and Section 6.1(2); (c) the duly executed Resignations, in form and substance satisfactory reasonably acceptable to Purchasers; (d) a “good standing” certificate (or equivalent) for each of the Target Companies (to the Administrative Agent: (iextent such concept is applicable to said entity) A Borrowing Base Certificate prepared as and a copy of the last Business Day articles of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date incorporation and consummation of the transactions contemplated hereby. all amendments thereto (iior comparable document) A certificate of each of the Loan Parties signed by an Authorized OfficerTarget Companies, dated the Closing Date stating that: (a) the representations and warranties hereunder are true and correct in all material respects; (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent. (iii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date case certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iv) This Agreement and each relevant officer of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral. (v) A written opinion jurisdiction of counsel for the Loan Partiesorganization of such Person, each dated the Closing Date and as to the matters set forth in Schedule 6.1.1. (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee. (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to a date within five Business Days before the Closing Date, signed by an Authorized Officer of Borrower.; (viiie) Evidence that (a) a certificate from each of Shred-it and Shred-it US Holdco Inc. prepared in accordance with the Existing Credit Agreement has been terminatedapplicable regulations under Treasury Regulations under Section 1445 and Section 897, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for Purchasers, duly executed and acknowledged, certifying any facts that would exempt the period beginning January 1, 2009 and ending on transactions contemplated hereby from withholding under Section 1445 of the Expiration Date.Code; (xiiif) An executed Landlord’s Waiver the Agreement Regarding Shared Contracts and Consent Contracts (in substantially the form attached hereto as Exhibit G), duly executed by each of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required Shred-it, Cintas Corporation No. 2, a corporation incorporated under the Security Agreement.Laws of the State of Nevada, and Cintas Parent; (xivg) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably requestIndemnity Escrow Agreement, duly executed by Vendors’ Representative; (h) evidence that all the outstanding stock options issued by Boost GP have been duly exercised by the Option Participants; and (i) the Boost GP Note and the Boost Holdings Note.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as certificate of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties Borrower signed by an Authorized Officer, dated the Closing Date stating that: (a) that the representations and warranties hereunder are true and correct Borrower is in all material respects; (b) the Loan Parties are in compliance with each of the its representations, warranties, covenants and conditions hereunder; (c) hereunder and no Event of Default or Potential Default exists; exists and (d) no Material Adverse Change Effect has occurred and no material litigation that has or could reasonably be expected to cause a Material Adverse Effect exists since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent. (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan PartiesBorrower, certifying as appropriate as to: (a) all action taken by each Loan Party the Borrower in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party the Borrower in each state where organized or qualified to do business. (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged CollateralOfficer. (viv) A written opinion Written opinion(s) of counsel for the Loan PartiesBorrower, dated the Closing Date and as to the matters set forth in Schedule 6.1.1. (v) [Intentionally Omitted]. (vi) Evidence that adequate insurance All material consents required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to effectuate the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payeetransactions contemplated hereby. (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of BorrowerLien search in acceptable scope and with acceptable results. (viii) Evidence that (a) The Chief Executive Officer, President or Chief Financial Officer of the Existing Credit Agreement has been terminatedBorrower, (b) all Existing Credit Obligations acting in their capacities as such officers, shall have been paid delivered a certificate in substantially the form attached hereto as Exhibit 6.1.1 to the Administrative Agent as to the capital adequacy and (c) all Liens securing such Existing Credit Obligations have been releasedsolvency of the Borrower after giving effect to the transactions contemplated hereby. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (av) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , except for representations and warranties which (bA) specifically refer to an earlier date which shall have been true and correct in all material respects as of such earlier date referred to therein, and (B) are qualified by materiality which will be true and correct in all respects, (w) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cx) no Event of Default or Potential Default exists; , (y) the Loan Parties are in compliance with ERISA and applicable labor laws, and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with to validly authorize, duly execute and deliver this Agreement and the other Loan DocumentsDocuments and attaching copies of such resolution or other corporate or organizational action; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.; (iviii) This Agreement and each of the other Loan Documents signed duly executed by an Authorized Officer the parties thereto and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.; (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date in form and as substance acceptable to the matters set forth in Schedule 6.1.1.Administrative Agent and its counsel; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee insured and lender loss payee.; (viivi) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing DateDate for which financial statements have been delivered under the Existing Credit Agreement, signed by an Authorized Officer of Borrower., evidencing pro forma compliance with the financial covenants as of the Closing Date (after giving effect to the transactions occurring on the Closing Date and the consummation of the Project Vitality Acquisition); (vii) All material consents, regulatory approvals and licenses required to effectuate the transactions contemplated hereby; (viii) Evidence that (a) Absence of any legal or regulatory prohibitions or restrictions in connection with the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released.transactions contemplated hereby; (ix) All fees Absence of any Material Adverse Change from the information previously delivered to the Administrative Agent in connection with the transactions contemplated hereby; (x) A Lien search in acceptable scope and expenses with acceptable results; (xi) An executed landlord’s waiver or other lien waiver agreement from the lessor, warehouse operator or other applicable Person for each leased Collateral location requested by the Administrative Agent; (xii) Receipt of the Lenders and the Agent required to be paid by the Loan Parties’ most recent audited financial statements, prepared in accordance with GAAP; (xiii) Evidence that any existing credit agreements, and the obligations thereunder have been paid in full and, if applicable, all liens and security interests related thereto shall have been released; (xiv) Receipt of documentation and other information as requested by the Administrative Agent or any Lender in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, those fees set forth in the Patriot Act; (xv) Within three (3) Business Days prior to the Closing Date, the Administrative Agent’s Letter. (x) Certification that no claimAgent and each Lender shall have received, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory acceptable to the Administrative Agent and its counsel as to the amount each Lender an executed Beneficial Ownership Certification and nature of all Tax, ERISA, employee retirement benefit such other documentation and other contingent liabilities to which information requested in connection with applicable "know your customer" and anti-money laundering rules and regulations, including the Borrower and its Subsidiaries may be subject.USA PATRIOT Act; (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xivxvi) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (aA) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (bB) the Loan Parties are in compliance with each of the covenants and conditions hereunder; (c, C) no Event of Default or Potential Default exists; and , (dD) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower Borrowers delivered to the Administrative Agent; and (E) there are no actions, suits, proceedings or investigations pending or, to the knowledge of any Loan Party, threatened against such Loan Party at law or in equity before any Official Body which individually or in the aggregate constitute a Material Adverse Change. (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified and in each other state in which the failure to do business.be registered and in good standing would constitute a Material Adverse Change; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.Officer; (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1.1; (viv) Evidence that adequate insurance insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.; (viivi) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing DateBorrowers ending June 30, 2017, signed by an Authorized Officer of Borrower.Borrowers; (vii) All consents and regulatory approvals and licenses necessary to effectuate the transactions contemplated hereby shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions; (viii) Evidence that (a) the indebtedness and obligations under the Existing Credit Agreement has have been terminated, (b) amended and restated and shall from and after the Closing Date be evidenced by this Agreement and the other Loan Documents and all Liens and security interests related to the Existing Credit Obligations Agreement have been paid and (c) all Liens securing such Existing Credit Obligations have been released.released or terminated; (ix) All fees and expenses Pro forma projections for the fiscal years 2017 through 2022, all of the Lenders and the Agent required to which shall be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject.Agent; (xiix) Financial projections A Lien search in form acceptable scope and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date.with acceptable results; and (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xivxi) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (a) the representations and warranties hereunder are true and correct in all material respects; (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder; (cA) no Event of Default or Potential Default exists; and , (dB) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined), (C) all material consents, licenses and approvals, if any, required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party have been obtained, (D) the Loan Parties taken as a whole after giving effect to the Transactions scheduled to occur on the Closing Date are Solvent, (E) the representations and warranties set forth herein are true and correct, and (F) the conditions stated in this Section 7.1 (assuming the Administrative Agent.’s and/or the Lenders’ satisfaction with such conditions precedent that require the Administrative Agent’s and/or the Lenders’ satisfaction) and Section 7.2 [Each Loan or Letter of Credit] have been satisfied, in each case other than those waived by the Administrative Agent and the Lenders in writing; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (aA) all attaching copies of such resolution or other corporate or organizational action duly taken by each Loan Party in connection with to validly authorize, duly execute and deliver this Agreement and the other Loan Documents; (bB) the names names, authority and capacity of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (cC) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, certified as of a sufficiently recent date prior to the Closing Date certified by the appropriate state official where such documents are filed in a state office together with office; and (D) certificates from the appropriate state officials as to due organization and the continued existence and valid existence, good standing and qualification to engage in its business of each Loan Party in each the state where organized or qualified to do business.of its organization; (iviii) This Agreement and each of the other Loan Documents signed duly executed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.parties thereto; (viv) A written opinion Written opinion(s) of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1. (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee. (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for Agent; (v) Evidence, reasonably satisfactory to the period beginning January 1Administrative Agent, 2009 and ending that all Indebtedness not permitted under Section 9.1 [Indebtedness] shall have been paid in full or will be paid in full after giving effect to the use of proceeds from the Loans made on the Expiration DateClosing Date and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Liens permitted under Section 9.2) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (vi) The Statements; (vii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xivviii) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing DateDate (except as expressly set forth below), the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: (a) the representations and warranties hereunder are true and correct in all material respects; (b) that the Loan Parties are in compliance with each of the its representations, warranties, covenants and conditions hereunder; (c) hereunder and no Event of Default or Potential Default exists; exists and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent. (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (aA) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (bB) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (cC) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office (or a certification that there have been no changes to the organizational documents since last delivered to the Administrative Agent), together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral; provided that the Loan Parties agree to take all action to perfect, at the Loan Parties’ cost, the Administrative Agent’s lien in sixty five percent (65%) of the equity in first tier Foreign Subsidiaries pursuant to the Pledge Agreement within ninety (90) days after the Closing Date or such longer period of time agreed to by the Administrative Agent. (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.16.1(a). (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee. (viivi) A duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of the Borrower.; (vii) Copies of all material consents required to effectuate the transactions contemplated hereby; (viii) Evidence A Lien search in acceptable scope and with results acceptable to the Administrative Agent showing the Liens in favor of the Administrative Agent to be a Prior Security Interest, provided that the Loan Parties agree to provide the Administrative Agent with a Lien search of the real properties owned by any of the Loan Parties or their Subsidiaries within ninety (a90) days of the Existing Credit Agreement has been terminatedClosing Date, (b) all Existing Credit Obligations have been paid and (c) all showing no Liens securing against any such Existing Credit Obligations have been released.real estate except for Permitted Liens; (ix) All fees and expenses of the Lenders and the Agent required Use commercially reasonable efforts to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agentobtain an executed landlord’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence waiver in form and substance satisfactory acceptable to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location as required under the Security Agreement.; and (xivx) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated as of the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.; (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as Parties acceptable to the matters set forth Administrative Agent in Schedule 6.1.1.its reasonable discretion; (viv) Evidence that adequate insurance insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.; (viivi) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower.; (vii) All material consents required to effectuate the transactions contemplated hereby; (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid A Lien search in acceptable scope and (c) all Liens securing such Existing Credit Obligations have been released.with acceptable results; (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative AgentAn executed landlord’s Letter. (x) Certification that no claim, litigation, suit waiver or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) lien waiver agreement from the lessor lessor, warehouse operator or other applicable Person for each leased Collateral location as required under the Security Agreement.; and (xivx) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: (a) the representations and warranties hereunder are true and correct in all material respects; (b) that the Loan Parties are in compliance with each of the their representations, warranties, covenants and conditions hereunder; (c) , the absence of any material litigation, and no Event of Default or or, to the best of its knowledge, Potential Default exists; exists and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower Borrowers delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.organized; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.Officer; (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1.1; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable insured special endorsements attached thereto in form and substance reasonably satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.; (viivi) A duly completed Compliance Certificate closing date compliance certificate, in form and substance reasonably satisfactory to the Administrative Agent, dated as of the last day of the fiscal quarter of Borrower Borrowers most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower.Borrowers; (vii) All material consents required to effectuate the transactions contemplated hereby; (viii) Evidence that (a) the Existing Credit Agreement has been terminatedterminated or will be terminated concurrently with the execution of this Agreement, (b) and all Existing Credit Obligations outstanding obligations and commitments thereunder have been paid and (c) all Liens securing such Existing Credit Obligations have been released.paid; (ix) All fees A Lien search in acceptable scope and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter.with acceptable results; and (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and Required Banks and each of which shall, unless otherwise indicated, be dated on or prior to the Effective Date: (i) a Note payable to the order of each Bank in the amount of such Bank’s Commitment, duly executed and delivered by Borrower; (ii) a Borrower Pledge Agreement duly executed and delivered by Borrower together with (A) certificates evidencing one hundred percent (100%) of the issued and outstanding Equity of GeoMet Operating and each other existing Domestic Subsidiary, which certificates shall be duly endorsed or accompanied by stock powers executed in blank (as applicable), and (B) such financing statements as Administrative Agent shall request to evidence and perfect the Liens granted pursuant to such Borrower Pledge Agreement; (iii) a Facility Guaranty duly executed and delivered by GeoMet Operating and each existing Domestic Subsidiary of Borrower; (iv) the Amendments to Mortgages duly executed and delivered by Borrower and Administrative Agent, together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements and UCC-3 assignments and amendments, in form and substance satisfactory to the Administrative Agent:; (iv) A Borrowing Base Certificate prepared a certificate, dated as of the last Business Day of the month immediately preceding the Closing Effective Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed executed by an Authorized Officer, dated the Closing Date Officer of Borrower stating that: , to his knowledge, (aA) the representations and warranties hereunder contained in this Agreement and the other Loan Papers are true and correct in all material respects; , (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder; (cB) no Default or Event of Default or Potential Default exists; has occurred which is continuing, and (dC) no Material Adverse Change has occurred since all conditions set forth in this Section 6.1 and Section 6.2 have been satisfied; (vi) a copy of the articles or certificate of incorporation or comparable charter documents, and all amendments thereto, of each Credit Party that is a party to any Loan Paper, accompanied by a certificate that such copy is true, correct and complete, issued by the appropriate Governmental Authority of the jurisdiction of incorporation or organization of each such Credit Party, and accompanied by a certificate of the Secretary, Assistant Secretary or comparable Authorized Officer of each such Credit Party that such copy is true, correct and complete as of the date hereof; (vii) a copy of the last audited financial statements bylaws or comparable charter documents, and all amendments thereto, of each Credit Party that is a party to any Loan Paper, accompanied by a certificate of the Borrower delivered Secretary, Assistant Secretary or comparable Authorized Officer of each such Credit Party that such copy is true, correct and complete as of the date hereof; (viii) certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested relating to the Administrative Agent.existence of each Credit Party that is a party to any Loan Paper and to the effect that each Credit Party is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions; (iiiix) A a certificate of incumbency of the officers of each Credit Party (to the extent a party to any Loan Paper) who will be authorized to execute or attest to any Loan Paper, dated the Closing Date and signed date hereof, executed by the Secretary, Assistant Secretary or an Assistant Secretary comparable Authorized Officer of each such Credit Party (as applicable); and (x) copies of resolutions or comparable authorizations approving the Loan Parties, certifying as appropriate as to: (a) all action taken Papers and authorizing the transactions contemplated by each Loan Party in connection with this Agreement and the other Loan Documents; (b) Papers, duly adopted by the names Board of Directors, partners or comparable authority of each Credit Party a party to any Loan Paper, accompanied by certificates of the Authorized Officers authorized to sign the Loan Documents Secretary, Assistant Secretary or comparable officer of each such Credit Party (as applicable) that such copies are true and their true signatures; and (c) correct copies of its organizational resolutions duly adopted in accordance with the charter documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party such Credit Party, and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified, or revoked in each state where organized or qualified to do business. (iv) This Agreement any respect, and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral. (v) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1. (vi) Evidence that adequate insurance required to be maintained under this Agreement is are in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee. (vii) A duly completed Compliance Certificate effect as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrowerdate hereof. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing DateA. In connection with UMBFS’ appointment as sub-transfer agent and dividend disbursing agent, the Administrative Agent SEI shall have received each of deliver or cause the following in form and substance satisfactory documents to the Administrative Agentbe delivered to UMBFS: (i1) A Borrowing Base Certificate prepared as copy of the last Business Day Declaration of Trust and By-laws of the month immediately preceding Trust and all amendments thereto, certified by the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation Secretary of the transactions contemplated hereby.Trust; (ii2) A certificate of each signed by the President and Secretary of the Loan Parties Trust specifying the number of authorized Shares and the number of such authorized Shares issued and currently outstanding, if any, the validity of the authorized and outstanding Shares, whether such shares are fully paid and non-assessable, and the status of the Shares under the Securities Act and any other applicable federal law or regulation; (3) A certified copy of the resolutions of the Board of Trustees of the Trust appointing SEI as transfer agent and dividend disbursing agent; (4) Copies of the Trust’s Registration Statement, as amended to date, and the most recently filed Post-Effective Amendment to the Trust’s Registration Statement, filed by the Trust with the Securities and Exchange Commission (the “SEC”) under the Securities Act and the 1940 Act, together with any applications filed in connection therewith; (5) The certificate required by Section 8.01 of this Agreement, signed by an Authorized Officer, dated the Closing Date stating that: (a) the representations and warranties hereunder are true and correct in all material respects; (b) the Loan Parties are in compliance with each officer of the covenants Trust and conditions hereunder; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent. (iii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) designating the names of the Trust’s initial Authorized Officers authorized to sign the Loan Documents and their true signaturesPersons; and and (c6) copies A certificate as of its organizational documents as in effect on the Closing Date certified a date agreed upon by the appropriate state official where parties to this Sub-TA Agreement certifying that all accounts have been reconciled through such documents are filed date. B. SEI agrees to deliver or to cause to be delivered to UMBFS in Milwaukee, Wisconsin, at SEI’s expense, all of the Trust’s Shareholder account records in a state office together with certificates from the appropriate state officials format acceptable to UMBFS, as to the continued existence well as all other documents, records and good standing of each Loan Party in each state where organized or qualified to do business. (iv) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral. (v) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1. (vi) Evidence information that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee. (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its counsel UMBFS may reasonably requestrequest in order for UMBFS to perform the Services hereunder.

Deliveries. On the Closing Effective Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Effective Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects; ), (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower Borrowers delivered to the Administrative Agent.; (iiiii) A certificate dated as of the Closing Effective Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Effective Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.; (iviii) This Agreement and each of the other Loan Documents (including originals of each Note requested by any Lender) signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.; (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as Parties acceptable to the matters set forth Administrative Agent in Schedule 6.1.1.its reasonable discretion; (viv) Evidence that adequate insurance insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.; (viivi) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower Borrowers most recently ended prior to the Closing Effective Date, signed by an Authorized Officer of Borrower.Xxxxxxxx; (vii) All material consents required to effectuate the transactions contemplated hereby; (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid A Lien search in acceptable scope and (c) all Liens securing such Existing Credit Obligations have been released.with acceptable results; (ix) All fees documentation and expenses of other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter.USA Patriot Act; and (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request. Without limiting the generality of the provisions of the last paragraph of Section 10.3 [Exculpatory Provisions], for purposes of determining compliance with the conditions specified in this Section 7.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: (a) the representations and warranties hereunder are true and correct in all material respects; (b) that the Loan Parties are in compliance with each of the their representations, warranties, covenants and conditions hereunder; (c) hereunder and no Event of Default or Potential Default exists; exists and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower Borrowers delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.Officer; (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1.1; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable insured special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.; (viivi) A duly completed Compliance Certificate closing date compliance certificate, in form and substance satisfactory to the Administrative Agent, dated as of the last day of the fiscal quarter of Borrower Borrowers most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower.Borrowers; (vii) All material consents required to effectuate the transactions contemplated hereby; (viii) Evidence that (a) the Existing Credit Agreement has been terminatedterminated or will be terminated concurrently with the execution of the Credit Agreement, (b) and all Existing Credit Obligations outstanding obligations and commitments thereunder have been paid and (c) all Liens securing such Existing Credit Obligations obligations have been released.; (ix) All fees A Lien search in acceptable scope and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter.with acceptable results; and (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as certificate of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties Borrower signed by an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Borrower set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are Borrower is in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan PartiesBorrower, certifying as appropriate as to: (a) all action taken by each Loan Party the Borrower in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party the Borrower in each state where organized or qualified to do business.; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer Officer; (iv) Certified copies of the FERC Order and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged CollateralIURC Order. (v) A written opinion of counsel for the Loan PartiesBorrower, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1(a); (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.; (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower.Officer; (viii) All material consents required to effectuate the transactions contemplated hereby; (ix) Evidence that the Credit Agreement dated as of May 16, 2006, as amended (a) the "Existing Credit Agreement Agreement"), among the Borrower, Bank of America, N.A. (as successor to La Salle Bank National Association) as administrative agent, and the banks party thereto, has been terminated, (b) and all Existing Credit Obligations have been outstanding obligations thereunder shall be paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses with the proceeds of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter.first Loans; (x) Certification that no claim, litigation, suit or other proceeding has been made A Lien search in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent.acceptable scope and with acceptable results; and (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited consolidated financial statements of the Borrower delivered to the Administrative Agent.Agent except as set forth on Schedule 6.1.6; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.; (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.Date; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.; (viivi) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower.; (vii) All material consents required to effectuate the transactions contemplated hereby; (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid A Lien search in acceptable scope and (c) all Liens securing such Existing Credit Obligations have been released.with acceptable results; (ix) All fees and expenses Evidence that deposit accounts have been opened at PNC for the purpose of paying the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter.Obligations; and (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On At the Closing DateClosing: (a) Sellers will deliver, or cause to be delivered, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative AgentBuyer: (i) A Borrowing Base Certificate prepared the Assignment of Membership Interests, duly executed by Dominion Questar; (ii) certificates evidencing the certificated Interests, if such Interests are certificated, each accompanied by a Stock Power duly executed by the applicable Seller; (iii) an officer’s certificate dated as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitmentscertifying that, after giving effect to the Loans best of such officer’s knowledge, the conditions set forth in Sections 6.2 and 6.3 have been satisfied; (iv) the resignations of all directors and officers of the Sale Entities and JV Companies that are not Transferred Employees (and with respect to the JV Companies, solely to the extent such directors and officers were appointed by Sellers or any of their Affiliates); (v) the Transition Services Agreement, duly executed by Sellers; and (vi) the Cove Point Letter Agreement, duly executed by DEI. (b) Buyer will deliver, or cause to be made on delivered, the Closing Date and consummation following to Sellers: (i) the Base Purchase Price required by Section 2.1(b) of the transactions contemplated hereby.this Agreement; (ii) A certificate the Assignment of each of the Loan Parties signed Membership Interests, duly executed by an Authorized Officer, dated the Closing Date stating that: (a) the representations and warranties hereunder are true and correct in all material respects; (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.Buyer; (iii) A an officer’s certificate dated as of the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan PartiesDate, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as that, to the continued existence best of such officer’s knowledge, the conditions set forth in Sections 7.2 and good standing of each Loan Party in each state where organized or qualified to do business.7.3 have been satisfied; (iv) This Agreement and each reasonable evidence of the other Loan Documents signed by an Authorized Officer replacement, termination and release or provision of back-to-back guarantees for all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.Support Obligations, in each case, in accordance with Section 5.8(c); (v) A written opinion of counsel for the Loan PartiesTransition Services Agreement, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.duly executed by Buyer; (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effectthe Cove Point Letter Agreement, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.duly executed by Buyer; and (vii) A the duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrowerexecuted Back-to-Back Guarantees. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in the Loan Documents are true and correct in all material respects (except for representations and warranties that are qualified as to materiality or Material Adverse Change, in which case such representations and warranties shall be true in all respects; ) on and as of such date (bexcept to the extent any such representation or warranty expressly relates only to an earlier and/or specified date, in which case such representation and warranty shall be true and correct (or true and correct in all material respects, as applicable) as of such date), (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder; hereunder and under the Loan Documents, (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.organized; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements in form for filing and appropriate stock powers and certificates evidencing the pledged Collateral.; (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as in form and substance reasonably satisfactory to the matters set forth in Schedule 6.1.1.Administrative Agent; (viv) Evidence that adequate insurance insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee insured and lender loss payee.; (viivi) A duly completed Compliance Certificate setting forth pro forma compliance with the financial covenants as of the last day of the fiscal quarter of Borrower most recently ended for which financial statements have been delivered prior to the Closing Date, signed by an Authorized the Chief Executive Officer, President, Chief Financial Officer or Chief Accounting Officer of Borrower.; (vii) All consents required to effectuate the transactions contemplated hereby and all regulatory approvals and licenses necessary for the financing have been completed; (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released.[Reserved]; (ix) All fees A Lien search in reasonably acceptable scope and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter.with acceptable results; (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence A duly completed perfection certificate in form and substance satisfactory to the Administrative Agent and its counsel as Agent; (xi) No material adverse change to information previously supplied to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject.Administrative Agent; (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date.[Reserved] (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement.[Reserved]; and (xiv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative AgentAgent and each of which (unless otherwise specified) shall be original copies or telecopies promptly followed by original copies: (i) A Borrowing Base Certificate prepared as certificate of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties Borrower signed by an Authorized Officer, dated the Closing Date stating that: that (av) the representations and warranties hereunder are true and correct in all material respects; (b) the Loan Parties are Borrower is in compliance with each of the covenants and conditions hereunder; , (c) no Event of Default or Potential Default exists; and (dw) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent., (x) the conditions stated in both Section 7.1 and 7.2 have been satisfied, (y) there has been no material adverse change from any certificate, report, statement, agreement or other document or other written information previously supplied to the Administrative Agent and the Arrangers furnished by or on behalf of the Borrower in connection with the transactions contemplated by this Agreement or the other Loan Documents and (z) all material consents, licenses and approvals required for the delivery and performance by the Borrower of any Loan Document and the enforceability of any Loan Document against the Borrower is in full force and effect and none other is so required or necessary; provided that any increase of the Commitments in accordance with Section 2.11 [Increase in Revolving Credit Commitments] or the extension of any Expiration Date in accordance with Section 2.12 [Extension of Expiration Date] may require appropriate governmental or third party authorization thereof prior to the effectiveness of such increase or such extension, as the case may be; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan PartiesBorrower, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with the Borrower to validly authorize, duly execute and deliver this Agreement and the other Loan DocumentsDocuments and attaching copies of such resolution or other corporate or organizational action; (b) the names names, authority and capacity of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued existence and valid existence, good standing and qualification to engage in its business of each Loan Party the Borrower in the state of its organization and in each state where organized conduct of business or ownership or lease of properties or assets requires such qualification, except to the extent that the failure to be so qualified could not reasonably be expected to do business.result in a Material Adverse Change; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer in a sufficient number of counterparts for delivery to each Lender and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.Administrative Agent; (viv) A written opinion of counsel for the Loan PartiesBorrower, dated the Closing Date and as addressed to the matters set forth Administrative Agent and each Lender and in Schedule 6.1.1.form and substance satisfactory to the Administrative Agent; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements insured endorsement attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent and the Secured Parties as additional insured, mortgagee and lender loss payee.insureds; (viivi) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date calculating the Funded Indebtedness to Total Adjusted Capitalization Ratio and the Total Indebtedness to Total Capitalization Ratio on a pro form basis after giving effect to the transactions contemplated hereby and the initial Loans borrowed on the Closing Date, signed by an Authorized Officer of Borrower.; (vii) A Lien search in acceptable scope and with acceptable results; (viii) Evidence that all Indebtedness (aother than such Indebtedness permitted under Section 9.1) of the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations Borrower shall have been paid in full and (c) the commitments thereunder terminated and that all necessary termination statements, release statements and other releases in connection with all Liens securing such Existing Credit Obligations Indebtedness (other than such Liens permitted under Section 9.2) have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit filed or other proceeding has satisfactory arrangements have been made in writing against Borrower whichfor such filing (including payoff letters, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Taxif applicable, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date.Agent); and (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xivix) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by the Secretary or Secretary, an Assistant Secretary or other Authorized Officer of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.; (iii) Copies of the duly executed Senior Secured Notes with a principal amount of at least $150,000,000 and the associated Senior Secured Note Indenture; (iv) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.statements; (v) The Intercreditor Agreement duly executed by each party thereto; (vi) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1.1; (vivii) Evidence that adequate insurance insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee., and evidence that the Loan Parties have taken all actions required under the Flood Laws and/or requested by the Administrative Agent to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing the Administrative Agent with the address and/or GPS coordinates of each structure on any real property that will be subject to a mortgage in favor of the Administrative Agent, for the benefit of the Lenders, and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral; (viiviii) Delivery of pro forma projections (including a pro forma closing balance sheet, pro forma statements of operations and cash flow) for the years 2012 through 2017, including assumptions used in preparing the forecast financial statements, satisfactory to the Administrative Agent; (ix) All material consents required to effectuate the transactions contemplated hereby; (x) Evidence that each existing financing arrangement with any of the Loan Parties as set forth on Schedule 7.1 have been terminated, and all outstanding obligations thereunder have been paid and all Liens securing such obligations have been released or have been agreed to be promptly released; (xi) A Lien search in acceptable scope and with acceptable results; (xii) The PNC Blocked Account Control Agreement signed by an Authorized Officer and all documentation requested by PNC relating to opening of the Blocked Account thereto; (xiii) The PNC Sweep Account Control Agreement signed by an Authorized Officer and all documentation requested by PNC relating to opening of the deposit account subject thereto; (xiv) Any other Deposit Account Control Agreement signed by an Authorized Officer, and each Depository and evidence of the deposit account subject thereto; (xv) A duly completed Compliance Borrowing Base Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower.Borrower and demonstrating Undrawn Availability of at least $20,000,000; (viiixvi) Evidence that A duly completed (a) the Existing Credit Agreement has been terminatedSchedule of Accounts, (b) all Existing Credit Obligations have been paid Schedule of Inventory, and (c) all Liens securing such Existing Credit Obligations have been released.Schedule of Payables; (ixxvii) All fees and expenses A review of the Lenders amount and the Agent required nature of all tax, employee retirement benefit, labor contracts and relations, environmental and all other contingent liabilities (including any litigation) to be paid by which the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter.Parties may be subject; (xxviii) Certification Evidence that no claim, litigation, suit or other proceeding the Borrower has been made sufficient mine bonding capacity to conduct their operations as projected in writing against Borrower which, in accordance with the opinion financial projections of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed and its Subsidiaries provided to the Administrative Agent.; (xixix) Evidence The Authorized Officer of each Loan Party, acting in their capacities as such officers, shall have delivered a certificate in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature solvency of all Tax, ERISA, employee retirement benefit and other contingent liabilities each Loan Party after giving effect to which the Borrower and its Subsidiaries may be subject.transactions contemplated hereby; and (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xivxx) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as certificate of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties Borrower signed by an Authorized Officer, dated as of the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Borrower set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are Borrower is in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan PartiesBorrower, certifying as appropriate as to: (a) all action taken by each Loan Party the Borrower in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party the Borrower in each state where organized or qualified to do business.; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer Officer; (iv) Certified copies of the FERC Order and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.IURC Order; (v) A written opinion of counsel for the Loan PartiesBorrower, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1(a); (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.; (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit documentation and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents information requested in connection with such transactions as applicable “know your customer” and anti-money laundering rules and regulations, including the Administrative Agent or its counsel may reasonably request.USA Patriot Act; and

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties Borrowers signed by an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Borrowers set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties Borrowers are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower Company delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan PartiesBorrowers, certifying as appropriate as to: (a) all action taken by each Loan Party Borrower in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party Borrower in each state where organized or qualified to do business.; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.Officer; (viv) A written opinion of counsel for the Loan PartiesBorrowers, dated the Closing Date and as to the matters set forth in Schedule 6.1.1. (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.Agent; (viiv) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower the Company most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower.the Company; (viiivi) All material consents required to effectuate the transactions contemplated hereby; (vii) Evidence that (a) the Existing Credit Agreement dated as of July 2, 2007, among the Borrowers, the lenders party thereto and Huntington National Bank, as amended, has been terminated, (b) and all Existing Credit Obligations outstanding obligations thereunder have been paid and (c) all Liens securing such Existing Credit Obligations have been released.paid; and (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xivviii) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On At the Closing DateClosing: (a) Seller will deliver, or cause to be delivered, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative AgentBuyer: (i) A Borrowing Base Certificate prepared the Assignment of Membership Interests duly executed by Xxxxxx; (ii) the officer’s certificate described in Section 6.7; (iii) a Form W-9 properly completed by Seller (or, if Seller is a disregarded entity, the Person treated as the owner of Seller for federal Income Tax purposes); (iv) the resignations of all directors and officers of the last Sale Entities that are not Business Day Employees; (v) a certificate of good standing or the equivalent of recent date for each of the month immediately preceding Sale Entities from their respective jurisdictions of organization; (vi) all minute books, membership interest transfer ledgers (if any), and seal (if any) of each Sale Entity in the possession of any of the Sale Entities, Seller, or any of their respective Affiliates; (vii) two copies of a USB containing all documents posted in the virtual data room hosted by Intralinks under “Project Genoa” at any time up to, and including, the Closing Date, showing total unused availability under and a true, complete and correct index thereof; (viii) original copies, or if unavailable copies, of each guarantee, bond, letter of credit and other financial assurance in favor of the Revolving Credit CommitmentsSale Entities that is outstanding as of the Closing; (ix) the Transition Services Agreement, after giving effect to duly executed by Seller; and (x) the Loans Trademark Assignment, duly executed by Xxxxxx. (b) Buyer will deliver, or cause to be made on delivered, the following to Seller: (i) the Base Purchase Price required by Section 2.1(b) of this Agreement, plus the Estimated Closing Date and consummation of Payment Amount and, if applicable, the transactions contemplated hereby.Support Obligation Payment; (ii) A certificate the Assignment of each of the Loan Parties signed Membership Interests, duly executed by an Authorized Officer, dated the Closing Date stating that: (a) the representations and warranties hereunder are true and correct in all material respects; (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.Xxxxx; (iii) A the officer’s certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party described in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.Section 7.5; (iv) This Agreement and each reasonable evidence of the other Loan Documents signed by an Authorized Officer replacement, termination and release or provision of back-to-back guarantees for all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.Support Obligations, in each case, in accordance with Section 5.8(c); and (v) A written opinion of counsel for the Loan PartiesTransition Services Agreement, dated the Closing Date and as to the matters set forth in Schedule 6.1.1duly executed by Xxxxx. (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee. (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing DateFunding Date (or at such other time as provided in this Section 7.2), the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A a certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Funding Date stating that: that (a) the representations and warranties hereunder are true and correct in all material respects; (bA) the Loan Parties are in compliance with each of the covenants and conditions hereunder; hereunder and under the Loan Documents, (c) no Event of Default or Potential Default exists; and (dB) no Material Adverse Change has occurred since December 31, 2020 (and the date Administrative Agent and Required Lenders shall not have otherwise determined), (C) there is no action, suit, investigation or proceeding pending, or to the knowledge of the last audited financial statements of Borrower, threatened in any court or before any arbitrator or Official Body that would reasonably be expected to have or result in a Material Adverse Change, and (D) the Borrower delivered to the Administrative Agent.conditions stated in this Section 7.2 and Section 7.3 have been satisfied; (iiiii) A a certificate dated the Closing Funding Date and signed by the Secretary an Authorized Officer or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (aA) all action taken by each Loan Party in connection with to validly authorize, duly execute and deliver this Agreement and the other Loan DocumentsDocuments and attaching copies of such resolution or other ​ ​ corporate or organizational action; (bB) the names names, authority and capacity of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (cC) copies of its organizational documents as in effect on the Closing Funding Date, to the extent applicable, certified as of a sufficiently recent date prior to the Funding Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued existence and valid existence, good standing and qualification to engage in its business of each Loan Party in the state of its organization; (iii) to the extent not delivered on the Funding Date, each state where organized or qualified to do business.of the Loan Documents duly executed by the parties thereto; (iv) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral. (vwritten opinion(s) A written opinion of counsel for the Loan Parties, dated the Closing Funding Date and as in form and substance satisfactory to the matters set forth in Schedule 6.1.1.Administrative Agent; (viv) Evidence on or prior to the Funding Date, certificates of insurance evidencing that adequate insurance insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with the Administrative Agent indicated as additional insured, mortgagee insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent payable, as additional insured, mortgagee and lender loss payee.applicable; (viivi) A a duly completed Compliance Certificate as of the last day of the fiscal quarter Fiscal Quarter of Borrower Holdings most recently ended prior to the Closing Funding Date, signed by an Authorized Officer of the Borrower, together with reasonably detailed calculations attached thereto demonstrating that, after giving effect to the incurrence of Loans on the Funding Date and the Transactions on a Pro Forma Basis, (A) the Consolidated Total Net Leverage Ratio does not exceed 3.20 to 1.00 and (B); the Loan Parties are in compliance with Section 9.12. (vii) all material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by an Authorized Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations Indebtedness not permitted under Section 9.1 shall have been paid in full and (c) that all necessary termination statements, release statements and other releases in connection with all Liens securing such Existing Credit Obligations (other than Permitted Liens) have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit filed or other proceeding has satisfactory arrangements have been made in writing against Borrower whichfor such filing (including payoff letters, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Taxif applicable, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent); (ix) receipt by the Administrative Agent of the following: (A) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party; (B) Uniform Commercial Code financing statements for each appropriate jurisdiction as is necessary, in the period beginning January 1Administrative Agent’s reasonable discretion, 2009 to perfect the Administrative Agent’s security interest in the Collateral; ​ ​ (C) subject to Section 8.14(b), all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Security Agreement or any other pledge agreement, together with duly executed in blank, undated stock powers attached thereto (unless, with respect to the pledged Equity Interests of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the Law of the jurisdiction of organization of such Person); (D) searches of ownership of, and ending on Xxxxx on, United States registered intellectual property owned by each Loan Party in the Expiration Dateappropriate governmental offices; and (E) duly executed notices of grant of security interest in the form required by any security agreement as are necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the United States registered intellectual property owned by the Loan Parties (if and to the extent perfection may be achieved in the United States Patent and Trademark Office or the United States Copyright Office by such filings). (x) a certificate of an Authorized Officer of the Borrower as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) the Statements and the Projections; (xii) [reserved]; (xiii) An the Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Landlord’s Waiver Certificate of Beneficial Ownership and such other documentation and other information requested in substantially connection with applicable “know your customer” and anti-money laundering rules and regulations, including the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement.USA PATRIOT Act; (xiv) Such such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (av) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder; (cw) no Default or Event of Default exists, (x) no action, suit, investigation or Potential Default exists; proceeding is pending or, to the knowledge of any Authorized Officer of the Borrower, threatened in writing in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect and (dz) no Material Adverse Change event or condition has occurred since the date of the last audited financial statements of the Borrower delivered December 31, 2013 that has had or could reasonably be expected to the Administrative Agent.have a Material Adverse Effect; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all corporate or other entity action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each its state where organized or qualified to do business.of organization; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.Officer; (viv) A written opinion of (i) Xxxxxx X. Xxxxxxx, Esq., General Counsel for the Loan Parties and (ii) Hunton and Xxxxxxxx LLC, special counsel for the Loan Parties, in each case, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.reasonably requested by the Administrative Agent; (viv) Evidence that adequate insurance required to If there shall be maintained under this Agreement is in full force and effectany Facility Outstandings on the Closing Date, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee. (vii) A a duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower.; (vi) All material consents required to effectuate the transactions contemplated hereby; (vii) A Lien search in acceptable scope and with acceptable results; and (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent Lender shall have received each of the following in form and substance satisfactory to the Administrative AgentLender: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.Lender; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.organized; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateralstatements; (iv) [Reserved]. (v) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1. (vi) Evidence that adequate insurance insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent Lender and its counsel naming the Administrative Agent Lender as additional insured, mortgagee and lender loss payee., and evidence that the Loan Parties have taken all actions required under the Flood Laws and/or requested by the Lender to assist in ensuring that the Lender is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing the Lender with the address and/or GPS coordinates of each structure on any real property that will be subject to a mortgage in favor of the Lender, and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral; (vi) All material consents required to effectuate the transactions contemplated hereby; (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower.Lien search in acceptable scope and with acceptable results; (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses an executed Certificate of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence Beneficial Ownership in form and substance satisfactory acceptable to the Administrative Agent Lender, and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit such other documentation and other contingent liabilities to which information requested in connection with applicable "know your customer" and anti-money laundering rules and regulations, including the Borrower and its Subsidiaries may be subject.USA Patriot Act; and (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xivix) Such other documents in connection with such transactions as the Administrative Agent Lender or its counsel may reasonably request.

Deliveries. On the Closing Date, the The Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A a certificate of each of the Loan Parties signed by an Authorized Officera Compliance Officer of each such Loan Party, dated the Closing Date stating that: that (ai) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement (including without limitation the representation as to solvency of the Loan Parties set forth in Section 5.18 and the representation as to litigation set forth in Section 5.9), are true and correct in all material respects; respects as of such date (bunless such representations and warranties relate to another specific date, in which event they are true and correct in all material respects as of such other specific date), (ii) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (ciii) no Event of Default or Potential Default exists; , and (div) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower Parent delivered to the Administrative Agent.; provided that the impacts of COVID-19 on the business, assets, operations, financial condition or prospects of such Loan Party that (x) have been disclosed in writing to the Lead Arranger and the Lenders prior to the Closing Date; (y) were discussed on the conference call between the Lead Arranger, the Lenders and the Borrower on May 8, 2020; or (z) have been otherwise publicly disclosed in filings with the SEC prior to the Closing Date, will be disregarded, in each case to the extent so disclosed or discussed; (iiiii) A a certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (ai) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (bii) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (ciii) copies of its organizational documents Organizational Documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office (if so filed or required to be so filed) together with certificates from the appropriate state officials as to the continued existence and good standing or existence (as applicable) of each Loan Party in each state where organized or qualified to do business.and in which it maintains its chief executive office; (iviii) This this Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.Officer; (viv) A customary written opinion opinions of counsel for the Loan Parties, duly executed (including any local counsel, if applicable), dated the Closing Date and as in form and substance reasonably acceptable to the matters set forth in Schedule 6.1.1.Administrative Agent; (viv) Evidence evidence that adequate insurance required to be maintained under this Agreement is in full force and effect; (vi) [reserved]; (vii) a duly completed, executed Loan Request, including notice of election as to Interest Periods (if applicable); (viii) evidence that the Borrower has made a minimum equity investment in each Farm Credit Lender as required under Section 6.9; (ix) all material governmental and third-party consents required to effectuate the transactions contemplated hereby; (x) [reserved]; (xi) a Lien search with additional insuredrespect to the Borrower and each other Loan Party, mortgagee and lender loss payable special endorsements attached thereto in form and substance scope satisfactory to the Administrative Agent and its counsel naming with results showing no Liens other than Permitted Liens and otherwise satisfactory to the Administrative Agent; (xii) an executed direction to pay proceeds letter with respect to any proceeds of the Revolving Loans being disbursed to third parties; (xiii) such financial statements, budgets, forecasts and other financial information as to the Loan Parties as the Administrative Agent as additional insured, mortgagee and lender loss payee.or any other Lender may have reasonably required prior to the Closing Date; (viixiv) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended at least five (5) Business Days prior to the Closing Date, signed all documentation and other information requested by an Authorized Officer of Borrower. (viii) Evidence that (aor on behalf of) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses Administrative Agent or any Lender in order to comply with requirements of the Lenders and the Agent required to be paid by the Loan Partiesapplicable Anti-Terrorism Laws or Anti-Corruption Laws, including, without limitation, those fees set forth the USA PATRIOT Act and a Beneficial Ownership Certification in relation to the Administrative Agent’s Letter.Borrower; and (xxv) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing DateWith respect to each Loan Party, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A a certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (a) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (c) no Event of Default or Potential Default exists; and , (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower Borrowers delivered to the Administrative Agent., and (e) there is no litigation or proceedings of which it is aware before any courts, arbitrators or governmental or regulatory agencies affecting the Company or any of its Subsidiaries which could reasonably be expected to result in a Material Adverse Change; (iiiii) A With respect to each Loan Party, a certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state or foreign jurisdiction official where such documents are filed in a the appropriate state or foreign jurisdiction office together with certificates from the appropriate state or foreign jurisdiction officials as to the continued existence and good standing (or foreign jurisdiction equivalent, if any) of each Loan Party in each state where organized or qualified to do business.organized; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate and, to the extent not previously delivered to the Administrative Agent, stock powers and or other certificates evidencing the pledged Collateral.Collateral and appropriate transfer powers; (viv) A written opinion Written opinions of counsel for the each Loan PartiesParty, dated the Closing Date Date, each in form and as substance acceptable to the matters set forth in Schedule 6.1.1.Administrative Agent and the Lenders; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, ; (vi) Lien searches for each Loan Party in acceptable scope and with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.acceptable results; (vii) All material consents required to effectuate the transactions contemplated hereby; (viii) [Reserved]; (ix) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized a Senior Officer of Borrower.the Company; (viiix) Evidence that (a) The Existing Credit Agreement shall have been amended and restated at closing and all outstanding obligations thereunder shall be deemed to be Obligations hereunder, and such Obligations shall be allocated to each Lender on the Closing Date in accordance with such Xxxxxx's Ratable Share; and the Administrative Agent shall have paid all outstanding amounts owed to any lender under the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower who is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent.not a Lender under this Agreement; (xi) Evidence Satisfactory completion of third-party due diligence, including all environmental due diligence, initiated by the Borrowers as it relates to the transactions contemplated hereby; (xii) The Administrative Agent and each Lender shall have received, in form and substance satisfactory acceptable to the Administrative Agent and its counsel as to each Lender an executed Certificate of Beneficial Ownership for each Foreign Borrower and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xiii) Satisfactory review of the amount and nature of all Taxtax, ERISA, Canadian Pension Plans, Canadian Benefit Plans, employee retirement benefit and all other contingent liabilities to which the Borrower and its Subsidiaries Loan Parties may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement.; and (xiv) Such other documents in connection with Receipt of such transactions information and documentation as may reasonably be requested by the Administrative Agent or its counsel may reasonably request.any Lender from time to time for purposes of compliance by the Administrative Agent and such Lender with applicable laws (including without limitation the USA Patriot Act or other “know your customer” and anti-money laundering rules and regulations and Anti-Terrorism Laws), and any policy or procedure implemented by the Administrative Agent or such Bank to comply therewith

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent:Agent 72 135035202_4 (i) A Borrowing Base Certificate prepared as certificate of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties Borrower signed by an Authorized Officer, dated the Closing Date stating that: that (av) the representations and warranties hereunder are true and correct in all material respects; (b) the Loan Parties are Borrower is in compliance with each of the covenants and conditions hereunder; , (c) no Event of Default or Potential Default exists; and (dw) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent. , (iiix) the conditions stated in both Section 7.1 and 7.2 have been satisfied, (y) there has been no material adverse change from any certificate, report, statement, agreement or other document or other written information previously supplied to the Administrative Agent and the Arrangers furnished by or on behalf of the Borrower in connection with the transactions contemplated by this Agreement or the other Loan Documents and (z) all material consents, licenses and approvals required for the delivery and performance by the Borrower of any Loan Document and the enforceability of any Loan Document against the Borrower is in full force and effect and none other is so required or necessary; provided that any increase of the Commitments in accordance with Section 2.11 [Increase in Revolving Credit Commitments] or the extension of the Expiration Date in accordance with Section 2.12 [Extension of Expiration Date] may require appropriate governmental or third party authorization thereof prior to the effectiveness of such increase or such extension, as the case may be; (ii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan PartiesBorrower, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with the Borrower to validly authorize, duly execute and deliver this Agreement and the other Loan DocumentsDocuments and attaching copies of such resolution or other corporate or organizational action; (b) the names names, authority and capacity of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued existence and valid existence, good standing and qualification to engage in its business of each Loan Party the Borrower in the state of its organization and in each state where organized conduct of business or ownership or lease of properties or assets requires such qualification, except to the extent that the failure to be so qualified could not reasonably be expected to do business. result in a Material Adverse Change; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer in a sufficient number of counterparts for delivery to each Lender and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral. Administrative Agent; (viv) A written opinion of counsel for the Loan PartiesBorrower, dated the Closing Date and as addressed to the matters set forth in Schedule 6.1.1. (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force Administrative Agent and effect, with additional insured, mortgagee each Lender and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee. (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.;

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (ax) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; respects (b) the Loan Parties are or in compliance all respects with each of the covenants regard to representations and conditions hereunder; warranties qualified by materiality), (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower Parent delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by an Authorized Officer, the Secretary or an Assistant Secretary of each of the Domestic Loan PartiesParties and a director of each of the Foreign Borrowers, certifying on behalf of each respective Loan Party as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents certificate or articles of incorporation (or equivalent) as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office with an Official Body (domestic or foreign) together with certificates from the appropriate state officials as to the continued existence and and, to the extent available, good standing of each Loan Party in each state location where organized or qualified to do business.business (to the extent applicable in the relevant jurisdiction) and (d) copies of its by-laws, operating agreement or partnership agreement (or equivalent), as applicable; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer of each Loan Party party thereto and all appropriate financing statements and other documents for filing, including appropriate stock powers and certificates evidencing the any pledged Collateral.; (viv) A written opinion Written opinions of counsel for the Domestic Loan Parties, dated the Closing Date Date, in form and as substance reasonably satisfactory to the matters set forth Administrative Agent and its counsel; (v) Written opinions of counsel relating to the UK Loan Parties, dated the Closing Date, in Schedule 6.1.1.form and substance reasonably satisfactory to the Administrative Agent and its counsel; (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee insured and lender loss payable special endorsements attached thereto in form and substance reasonably satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee insured and lender loss payee.; (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower the Parent most recently ended prior to the Closing DateDate for which financial statements are available, signed by an Authorized Officer of Borrower.the Parent, demonstrating on a pro forma basis (including giving pro forma effect to the TTI Acquisition) compliance with the financial covenants herein; (viii) Evidence that Quarterly financial statements for the most recently completed fiscal quarter of the Parent for which such statements are available (a) and if the Existing Credit Agreement has been terminatedfinancial statements for the fiscal quarter ending September 30, (b) 2018 are not available, financial statements for the month ending August 31, 2018), all Existing Credit Obligations have been paid in reasonable detail and (c) all Liens securing such Existing Credit Obligations have been released.certified by an Authorized Officer of the Parent; (ix) All fees Receipt of and expenses of satisfaction by the Lenders and with the Agent required to be paid by the Loan Parties, financial projections (including, without limitation, those fees set forth in pro forma statements of operations and cash flow) for the Administrative Agent’s Letter.Parent and its Subsidiaries for fiscal years 2018 through 2023 (including on a quarterly basis through 2019); (x) Certification that no claimAll material consents, litigationregulatory approvals and licenses required to effectuate, suit and confirmation of an absence of any legal or other proceeding has been made in writing against Borrower whichregulatory prohibition with respect to, in the opinion of financing the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent.transactions contemplated hereby; (xi) Evidence in form that the Fifth Amended and substance satisfactory to Restated Financing and Security Agreement dated December 15, 2016, as amended, among one or more of the Administrative Agent Borrowers and its counsel Xxxxx Fargo Bank, National Association, as to the amount lender, has been terminated, and nature of all Tax, ERISA, employee retirement benefit outstanding obligations thereunder have been paid (or otherwise satisfied) and other contingent liabilities to which the Borrower and its Subsidiaries may be subject.all Liens securing such obligations have been released; (xii) Financial projections Lien, tax and judgment searches in acceptable scope and with results reasonably acceptable to the Administrative Agent; (xiii) To the extent required under applicable law, an executed Certificate of Beneficial Ownership for each Borrower, in form and substance reasonably satisfactory acceptable to the Administrative Agent for and each Lender, and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security AgreementUSA Patriot Act. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized OfficerOfficer of such Loan Party, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; provided, however, that to the extent any such representation or warranty is already qualified by materiality or Material Adverse Change, such representation or warranty shall be true and correct in all respects, (bx) the Loan Parties are in compliance with each of the covenants and other conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do and in a state listed on Schedule 6.1.1 where such Loan Party maintains a principal place of business.; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.; (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1.1; (viv) Evidence that adequate insurance insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Collateral Agent as additional insured, mortgagee insured and lender loss payee.; (viivi) A duly completed Compliance Certificate as of for the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, Loan Parties signed by an Authorized Officer of Borrower. (viii) Evidence that (a) Borrower setting forth pro forma compliance with the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees financial covenants set forth in the Administrative Agent’s LetterSection 8.2.14 [Minimum Interest Coverage Ratio] and 8. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the The Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative AgentAgent and, if applicable, its counsel: (i) A Borrowing Base Certificate prepared a certificate of the Borrower signed by a Compliance Officer of the Borrower, dated as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date stating that (a) all representations and consummation of the transactions contemplated hereby. (ii) A certificate of each warranties of the Loan Parties signed by an Authorized Officer, dated set forth in this Agreement or the Closing Date stating that: (a) the representations and warranties hereunder other Loan Documents are true and correct in all material respects; , except that such representations and warranties that are qualified in this Agreement or such other Loan Document by reference to materiality or a Material Adverse Change shall be true and correct in all respects, as of the Closing Date (or, if such representation or warranty makes reference to an earlier date, as of such earlier date), (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder; hereunder and the other Loan Documents, (c) no Event of Default or Potential Default exists; and , (d) there has occurred no Material Adverse Change has occurred since the date December 31, 2022, and (e) each of the last audited financial statements Loan Parties has satisfied each of the Borrower delivered closing conditions required to the Administrative Agent.be satisfied by it hereunder; (iiiii) A a certificate dated as of the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents Organizational Documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office (if so filed or required to be so filed) together with certificates from the appropriate state officials as to the continued existence and good standing or existence (as applicable) of each Loan Party in each state where organized organized; (iii) evidence that there is no action, suit, proceeding or qualified investigation pending against, or threatened in writing against, any Loan Party or any of its respective Subsidiaries or any of their respective properties, including the Material Licenses, in any court or before any arbitrator of any kind or before or by any other Governmental Authority (including the FCC and any applicable PUC) that would reasonably be expected to do business.result in a Material Adverse Change; (iv) This this Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates ​ evidencing the pledged Collateral.Collateral and all other original items required to be delivered pursuant to any of the Collateral Documents; (v) A customary written opinion opinions of counsel for the Loan Parties, duly executed (including any FCC or PUC counsel, if required by the Administrative Agent), dated as of the Closing Date and as to the matters set forth in Schedule 6.1.1.Date; provided, however that no opinion of counsel shall be required for any Loan Parties that are incorporated outside of State of Delaware; (vi) Evidence subject to Section 6.18, evidence that adequate insurance required to be maintained under this Agreement is in full force and effect; (vii) a duly completed, executed Loan Request for Credit Extension for each Loan or Letter of Credit requested to be made on the Closing Date, including notice of election as to Interest Periods (if applicable); (viii) a duly completed, executed Solvency Certificate signed by an Authorized Officer of each the Borrower; (ix) evidence that all material governmental and third-party consents, subordinations or waivers, as applicable, required to effectuate the transactions contemplated hereby have been obtained and are in full force and effect, including any required material permits and authorizations of all applicable Governmental Authorities, including the FCC and all applicable PUCs; (x) evidence that all outstanding obligations under the Existing Credit Agreement have been paid in full; (xi) [reserved]; (xii) a Lien search with additional insuredrespect to the Borrower and each other Loan Party, mortgagee and lender loss payable special endorsements attached thereto in form and substance scope satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee. (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all with results showing no Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed Permitted Liens and otherwise satisfactory to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.;

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as certificate of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties Borrower signed by an Authorized Officer, dated as of the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Borrower set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are Borrower is in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan PartiesBorrower, certifying as appropriate as to: (a) all action taken by each Loan Party the Borrower in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party the Borrower in each state where organized or qualified to do business.; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.Officer; (iv) [reserved]; (v) A written opinion of counsel for the Loan PartiesBorrower, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1(a); (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.; (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit documentation and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents information requested in connection with such transactions as applicable “know your customer” and anti-money laundering rules and regulations, including the Administrative Agent or its counsel may reasonably request.USA Patriot Act; and

Deliveries. (i) On the Closing Date, the Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral, including a pledge of all of the equity in Hourglass Sands and High Point. (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.17.1.1. (viv) Evidence that adequate insurance insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee, and evidence that the Loan Parties have taken all actions required under the Flood Laws and/or requested by the Administrative Agent to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing the Administrative Agent with the address and/or GPS coordinates of each structure on any real property that will be subject to a mortgage in favor of the Administrative Agent, for the benefit of the Lenders, and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral. (vi) All material consents, approvals and licenses required to effectuate the transactions contemplated hereby. (vii) A duly completed Compliance Certificate as All lessor consents allowing for, among other things, a Lien to be obtained upon any lease of the last day Borrower of the fiscal quarter Real Property, from the lessors of Borrower most recently ended prior such lease, as required by the Administrative Agent, in its sole discretion, to have such consents, which such consents shall be in form and substance acceptable to the Closing Date, signed by an Authorized Officer of BorrowerAdministrative Agent (the “Lessor Consents”). (viii) Evidence that To permit the refinancing by the Lenders of the loans outstanding under the 2014 Credit Agreement, (a1) the Existing Borrower shall request Loans in an amount sufficient to refinance the loans under the 2014 Credit Agreement has been terminatedby delivering to the Administrative Agent an appropriately completed irrevocable Loan Request not later than 11:00 a.m., on the first Borrowing Date (bwhich shall be the Closing Date) all Existing Credit Obligations have been paid pursuant to which Loans (to which the Base Rate Option applies) are requested; and (c2) contemporaneously with the execution and effectiveness of this Agreement and utilizing a portion of the proceeds of the Loans, the Borrower shall pay in full all Liens securing amounts outstanding under the 2014 Credit Agreement, including all unpaid principal, interest, breakage fees and all other fees and charges thereunder in order to accomplish the amendment and restatement thereof as of the Closing Date. Each Lender that was a bank under the 2014 Credit Agreement, by execution of this Agreement, waives all notice of prepayment of loans and all notice of termination of the commitments under the 2014 Credit Agreement, and consents to such Existing Credit Obligations have been releasedtermination and prepayment. In the event that the Borrower submits a Loan Request hereunder, then the Borrower agrees to indemnify the Lenders for any and all liabilities, losses, or expenses arising therefrom in accordance with the standards set forth in Section 5.10 [Indemnity], regardless of whether this Agreement has become effective. (ix) All fees A Lien search in acceptable scope and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letterwith acceptable results. (x) Certification Evidence that no claimafter giving effect to the transactions contemplated by the Loan Documents, litigation, suit the Borrower has a sufficient mine bonding capacity (or other proceeding has been made security available for the issuance of permits, including without limitation, letters of credit) to conduct its operations as contemplated in writing against Borrower which, in accordance with the opinion financial projections of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed and its Subsidiaries provided to the Administrative Agent. (xi) Evidence that all of Required Mining Permits with respect to the Loan Parties are in full force and effect in accordance with their terms. (xii) Audited financial statements of Borrower for the fiscal year ended December 31, 2017, prepared in accordance with GAAP and consolidating schedules for the balance sheet, statement of income, retained earnings and cash flow of the Borrower certified (subject to normal year-end audit adjustments and without footnotes) by the Chief Executive Officer, President or Chief Financial Officer of the Borrower as having been prepared in accordance with GAAP, all as more fully described in Section 8.3.2 [Annual Financial Statements]. (xiii) The projected pro-forma financial projections (including balance sheets and statements of operations and cash flows) of the Borrower for each fiscal year from 2018 through 2021, which shall be satisfactory to the Administrative Agent (including all assumptions). (xiv) Completion of all necessary FEMA flood zone diligence requirements. (xv) Satisfactory completion and receipt of all third-party due diligence items, including, but not limited to the Energy Ventures Market Study, each in form and substance satisfactory to the Administrative Agent. (xvi) An Authorized Officer of each Loan Party, acting in their capacities as such officers, shall have delivered a certificate in form and substance satisfactory to the Administrative Agent and its counsel as to the capital adequacy and solvency of each Loan Party after giving effect to the transactions contemplated hereby. (xvii) A review of the amount and nature of all Taxtax, ERISA, employee retirement benefit benefit, environmental and all other contingent liabilities to which the Borrower and its Subsidiaries Loan Parties may be subject. (xiixviii) Financial projections The Administrative Agent and each Lender shall have received, in form and substance reasonably satisfactory acceptable to the Administrative Agent for and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the period beginning January 1, 2009 and ending on the Expiration DateUSA Patriot Act. (xiiixix) An executed Landlord’s Waiver A duly completed Compliance Certificate dated as of the Closing Date pursuant to which Borrower certifies that it shall be in substantially compliance on a Pro Forma Basis with the form covenants contained in Section 8.2.15 [Minimum Debt Service Coverage Ratio] and Section 8.2.16 [Maximum Leverage Ratio] upon the closing and funding of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security AgreementLoans hereunder. (xivxx) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.. Table of Contents

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (a) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct (A) in the case of representations and warranties qualified by materiality, in all respects and (B) in the case of other representations and warranties, in all material respects; , (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (c) no Event of Default or Potential Default exists; exists and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary Authorized Officer of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official Governmental Authority where such documents are filed in with a state office Governmental Authority together with certificates from the appropriate state officials Governmental Authority as to the continued existence and good standing of each Loan Party in each state jurisdiction where organized or qualified to do business.; (iii) A solvency certificate from the chief financial officer of the Borrower substantially in the form attached hereto as Exhibit 7.11; (iv) This Agreement and each of the other Loan Documents and the Perfection Certificate signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.Officer; (v) A written opinion The executed legal opinions of (a) Xxxxxx Frome Xxxxxxx LLP, counsel for the Loan Parties, dated the Closing Date, (b) O’Neil, Cannon, Hollman, XxXxxx & Xxxxx S.C., Wisconsin local counsel for the Loan Parties, dated the Closing Date and as (c) Stikeman Elliott LLP, Canadian local counsel for the Loan Parties, dated the Closing Date, in each case in form and substance reasonably satisfactory to the matters set forth in Schedule 6.1.1.Administrative Agent; (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee insured and lender loss payable special endorsements attached thereto in form and substance reasonably satisfactory to the Administrative Agent and its counsel naming the Administrative Agent for the benefit of the Secured Parties as additional insured, mortgagee insured and lender loss payee.; (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing DateDate for which financial statements are available, signed by an Authorized Officer of the Borrower., demonstrating that, after giving effect to the Transactions, as of the Closing Date (a) the Leverage Ratio does not exceed 3.00 to 1.00, (b) Fixed Charge Coverage Ratio is not less than 1.25 to 1.00, and (c) Liquidity is not less than $15,000,000; (viii) Evidence that (a) All material consents, regulatory approvals and licenses required to effectuate, and confirmation of an absence of any legal or regulatory prohibition with respect to, the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released.financing contemplated hereby; (ix) All fees Receipt of a business plan and expenses budget of the Lenders each of Parent and the Agent required to be paid Borrower on a consolidated basis, including forecasts prepared by the Loan Partiesmanagement, includingof consolidated balance sheets, without limitationstatements of operations and (on an annual basis only) statements of cash flow, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for Agent, (x) on an annual basis through fiscal year 2019 and (y) on a quarterly basis through the period beginning January 1quarter ending December 31, 2009 and ending on the Expiration Date.2015; (xiiix) An executed Landlord’s Waiver The Administrative Agent shall have received: (a) reasonably satisfactory evidence that all certificates, agreements or instruments representing or evidencing the Pledged Securities and Intercompany Notes (each as defined in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement., Canadian Security Agreements, as applicable, and the Pledge Agreement), accompanied by instruments of transfer and stock powers undated and endorsed in blank have been delivered to the Administrative Agent; provided that such certificates, agreements or instruments may be delivered within two Business Days of the Closing Date if not delivered on or prior to the Closing Date; (xivb) [Reserved] (c) reasonably satisfactory evidence that the Borrower has used commercially reasonable efforts to obtain all the other certificates, agreements, including Control Agreements (as defined in the Security Agreement or Canadian Security Agreements, as applicable), or instruments necessary to perfect the Administrative Agent’s security interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in the Security Agreement or Canadian Security Agreements, as applicable, and to the extent required by such Agreements) and, if applicable, such certificates, agreements or instruments have been delivered to the Administrative Agent; (d) UCC and PPSA financing statements (including Fixture Filings) in appropriate form for filing under the UCC or PPSA, as applicable, filings with the United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Administrative Agent, desirable to perfect the Liens created, or purported to be created, by the Collateral Documents; (e) certified copies of UCC and PPSA, United States Patent and Trademark Office and United States Copyright Office and Canadian Intellectual Property Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens) after giving effect to the Transactions; and (xi) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent Lender shall have received each of the following in form and substance satisfactory to the Administrative AgentLender: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects (except for those representations and warranties that are qualified by reference to materiality, which shall be true and correct in all respects; ), (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder; (cx) no Event of Default or Potential Default exists; , and (dy) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.December 31, 2011; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with to duly authorize the execution, delivery and performance of this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with office; and (d) certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.organized; (iviii) This Agreement and each of the other Loan Documents duly signed by an Authorized Officer and all each other party thereto; (iv) All appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.Subsidiary Equity Interests and valid perfection of the Liens of the Loan Documents therein and in the Collateral as first priority Liens subject to no Liens except for Permitted Liens, including without limitation, except as relates to Subsidiary Equity Interests in Foreign Subsidiaries as to which the Lender has not required that it obtain Prior Security Interests, valid perfection (or foreign equivalent) of the Liens under applicable foreign law; (v) A written opinion Written opinions of U.S. and foreign counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.Date; (vi) Evidence that adequate insurance insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance reasonably satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.Lender; (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower Borrowers most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower.Borrowers; (viii) Evidence that (a) All material consents required to effectuate the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released.transactions contemplated hereby; (ix) All fees A Lien search in acceptable scope and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter.with acceptable results; (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in Such environmental information and reports as the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent.Lender may have requested; (xi) Evidence in form and substance satisfactory A certificate of the Borrowers certifying as the delivery of each of the deliveries of the Borrowers to the Administrative Agent and its counsel Lender required in Sections 7.1.1(a) through (x) (but not certifying as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject.Lender’s satisfaction therewith); (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent A Loan Request for the period beginning January 1, 2009 and ending any Loans being requested on the Expiration Closing Date.; and (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent Lender or its said counsel may have reasonably requestrequested.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (ii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral; (iii) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured and lender loss payee; (iv) At least five business days prior to the Closing Date (to the extent requested no later than 10 business days prior to the Closing Date), all documentation and other information requested by the Administrative Agent, the Arranger or any Lender that is required by U.S. regulatory authorities under applicable "know-your-customer" and anti-money laundering rules and regulations, including the Patriot Act; (v) A solvency certificate from an Authorized Officer of Holdings in substantially the form attached hereto as Exhibit 7.1.1; (vi) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.organized; (ivvii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral. (vCustomary legal opinion(s) A written opinion of counsel for to the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.Date; (viviii) Lien searches in acceptable scope and with acceptable results; (ix) Delivery of the Pro Forma Financial Information; (x) All material regulatory approvals and licenses necessary for the consummation of the transactions under the Loan Documents shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions upon the consummation of the transactions under the Loan Documents; (xi) Evidence of no labor or ERISA matters affecting any Loan Party or any Subsidiary of any Loan Party; (xii) The Prior Credit Agreement shall have been terminated and all outstanding obligations thereunder shall have been paid in full and all Liens securing such obligations shall have been released; (xiii) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, the 2009 Senior Notes have been refinanced with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.2017 Senior Notes; (viixiv) A duly completed Compliance Certificate as of the last day Closing Date, setting forth pro-forma compliance of the fiscal quarter of Borrower most recently ended prior Holdings and its Subsidiaries on a consolidated basis, after giving effect to the Closing Datetransactions under the Loan Documents, signed by an Authorized Officer of Borrower.Holdings; and (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xivxv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the The Administrative Agent shall have received each counterparts of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date Ratification and consummation of the transactions contemplated hereby. (ii) A certificate Reaffirmation executed by Authorized Representatives of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: (a) the representations and warranties hereunder are true and correct in all material respectsparties thereto; (bii) the Loan Parties are in compliance with each this Fourth Amendment to Credit Agreement executed by Authorized Representatives of the covenants and conditions hereunder; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to Borrower, the Administrative Agent and the Syndication Agent. ; (iii) A certificate dated the Closing Date and signed all documentation required by the Secretary Lenders to evidence and secure the Term D Loans; (iv) written verification that a portion of the payments to be made by Pepsi to the Borrower under the Pepsi Contract in an amount of no less than $1,200,000 has been received by the Borrower and deposited into the Guaranty Deposit Account together with a written commitment from Pepsi to make the balance of such payments under the Pepsi Contract on or before July 28, 2000 such that an Assistant Secretary aggregate amount of no less than $2,754,643 shall have been funded under the Pepsi Contract on or before July 28, 2000; (v) a certificate from the Architect that the design of the Main Project and the Parking Garage is complete (subject to such variations approved by the Administrative Agent in its sole discretion) such design has been approved by all Governmental Authorities having jurisdiction over the Main Project and that all temporary certificates of occupancy for zones listed on SCHEDULE IV hereto have been issued by the due date for such temporary certificate of occupancy listed on said schedule; (vi) a certified copy of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect Contracts listed on the Closing Date certified by the appropriate state official where such documents are filed in a state office SCHEDULE V hereto together with certificates a continuation agreement from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iv) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral. (v) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1. (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto Contractor thereunder in form and substance content satisfactory to the Administrative Agent and in its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee. sole discretion; (vii) A duly completed Compliance Certificate as written confirmation that (x) the GECC Facility has been funded in an aggregate amount of at least $42,257,379.96 covering the last day of Specified Property and the fiscal quarter of Borrower most recently ended prior Gaming Equipment listed on SCHEDULE VI annexed hereto, (y) that the proceeds thereof have been received by the proper Person and (z) to the Closing Dateextent that the Borrower has received any proceeds, signed by an Authorized Officer of Borrower. the Borrower has deposited such proceeds into the Guaranty Deposit Account; (viii) Evidence written confirmation from GECC that it will fund $37,742,620.04 from the GECC Facility on or before September 30, 2000 for the Specified Property and Gaming Equipment listed on SCHEDULE VII annexed hereto, subject to and in accordance with the terms of the GECC Facility Agreement (aof which no less than $30,000,000 shall be funded on or before August 30, 2000 with the balance being funded on or before September 30, 2000) such that the Existing Credit Agreement has been terminatedaggregate amount funded from the GECC Facility on or before September 30, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. 2000 shall be no less than the aggregate amount of $80,000,000; (ix) All fees an effective amendment to the GECC Facilities Agreement which conforms the GECC Facilities Agreement to the Credit Agreement, as amended by the Fourth Amendment to Credit Agreement, and expenses includes the consent of GECC to the execution and delivery hereof; (x) a general release substantially in the form of the release set forth in SECTION 5.7 of this Fourth Amendment to Credit Agreement in favor of the Lenders and the Agent Agents from each of the Aladdin Parties, the London Clubs Parties and all other Persons as required to be paid by the Loan Parties, including, without limitation, those fees set forth in Administrative Agent through the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion Effective Date of the Borrower is in an amount in excess this Fourth Amendment of $2,000,000 other than as previously disclosed to the Administrative Agent. Credit Agreement; and (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature delivery of all Tax, ERISA, employee retirement benefit and such other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location items required under the Security Agreement. (xiv) Such other documents in connection with such transactions as by the Administrative Agent or its counsel may reasonably requestany of the Lenders.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (iiI) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (av) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , except for representations and warranties which (bA) specifically refer to an earlier date which shall have been true and correct in all material respects as of such earlier date referred to therein, and (B) are qualified by materiality which will be true and correct in all respects, (w) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cx) no Event of Default or Potential Default exists; , (y) the Loan Parties are in compliance with ERISA and applicable labor laws, and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; and (II) a certificate of an Authorized Officer of the Borrower as to the solvency of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with to validly authorize, duly execute and deliver this Agreement and the other Loan DocumentsDocuments and attaching copies of such resolution or other corporate or organizational action; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing (if applicable) of each Loan Party in each state where organized or qualified to do business.their respective states of organization; (iviii) This Agreement and each of the other Loan Documents signed to be delivered on the Closing Date duly executed by an Authorized Officer the parties thereto and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.; (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date in form and as substance acceptable to the matters set forth in Schedule 6.1.1.Administrative Agent and its counsel; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee insured and lender loss payee.; (viivi) A duly completed Compliance Certificate pro forma compliance certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing DateDate for which financial statements have been delivered under the Existing Credit Agreement, signed by an Authorized Officer of Borrower.Xxxxxxxx, evidencing pro forma compliance with the financial covenants as of the Closing Date (after giving effect to the transactions occurring on the Closing Date); (vii) All material consents, regulatory approvals and licenses required to effectuate the transactions contemplated hereby; (viii) Evidence that Absence of (aA) any legal or regulatory prohibitions or restrictions in connection with the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid transactions contemplated hereby and (cB) all Liens securing such Existing Credit Obligations any action, suit, investigation, or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Official Body that could reasonably be expect to have been released.a Material Adverse Change; (ix) All fees Absence of any Material Adverse Change from the information previously delivered to the Administrative Agent in connection with the transactions contemplated hereby; (x) A Lien search in acceptable scope and expenses with acceptable results; (xi) An executed landlord’s waiver or other lien waiver agreement from the lessor, warehouse operator or other applicable Person for each leased Collateral location requested by the Administrative Agent; (xii) Receipt of the Lenders and the Agent required to be paid by the Loan Parties’ most recent audited financial statements, prepared in accordance with GAAP; (xiii) Evidence that the Existing Credit Agreement, and the obligations thereunder have been paid in full and, if applicable, all liens and security interests related thereto shall have been released; (xiv) Within three (3) Business Days prior to the Closing Date, the Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Beneficial Ownership Certification and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, those fees set forth in the Administrative Agent’s Letter.USA PATRIOT Act; (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xivxv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as certificate of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties Company signed by an Authorized OfficerOfficer of the Company, dated the Closing Date stating that: that (aA) the all representations and warranties hereunder of the Borrowers set forth in this Agreement are true and correct in all material respects; , (bB) the Loan Parties Borrowers are in compliance with each of the covenants and conditions hereunder; , (cC) no Event of Default or Potential Default exists; exists and (dD) there is no litigation or proceedings of which it is aware before any courts, arbitrators or governmental or regulatory agencies affecting the Company or any of its Consolidated Subsidiaries which could reasonably be expected to have a Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.Effect; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary or Director of each of the Loan PartiesBorrowers, certifying as appropriate as to: (a) all action taken by each Loan Party Borrower in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing (or foreign jurisdictional equivalent in each jurisdiction where such certification is required) of each Loan Party Borrower in each state where organized or qualified to do business.; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer Officer; (iv) Opinions of counsel for each of the Borrowers, dated the Closing Date, each in form and all appropriate financing statements substance acceptable to the Administrative Agent and appropriate stock powers and certificates evidencing the pledged Collateral.Lenders; (v) A written opinion completed and executed Loan Request from the Borrowers in substantially the form of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.Exhibit 2.5.1; (vi) All regulatory approvals and licenses necessary for this Agreement shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions; (vii) Lien searches in acceptable scope and with acceptable results; (viii) An executed Certificate of Beneficial Ownership for the Foreign Borrower in form and substance acceptable to the Administrative Agent and each Lender, and such other documentation and other information requested by the Administrative Agent or any Lender in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and (ix) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee. (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent (i) The Company shall have received delivered to SafeNet each of the following documents and instruments set forth in form and substance satisfactory to the Administrative Agent:Section 1.7(d). (iii) A Borrowing Base The Shareholders’ Representative shall have executed and delivered to SafeNet the Escrow Agreement and each Shareholder shall have executed and delivered to SafeNet a Registration Rights Agreement. (iii) (A) Each of the Shareholders listed on Schedule 7.3(f) shall have executed and delivered to SafeNet the Restricted Stock Agreement in the form set forth in Exhibit J-1 attached hereto; and (B) each of Exxx Xxxxx, Wxxxxxx Xxxx, Gxxx Xxxxxx and Jxxx Xxxxxxx shall have executed and delivered to SafeNet the Restricted Stock Agreement in the form set forth in Exhibit J-2 attached hereto (the Restricted Stock Agreements to be delivered pursuant to this Section 7.3(f)(iii), the “Restricted Stock Agreements” and collectively with the Escrow Agreement, the Investment Agreements, the Certificate prepared of Merger and the Registration Rights Agreement, the “Ancillary Agreements”). (iv) The Company shall have delivered to SafeNet a certificate of the Secretary of the Company dated as of the last Business Day Closing Date certifying (A) that true, correct and complete copies of the month immediately preceding Company’s Charter Documents, as in effect on the Closing Datedate hereof, showing total unused availability under the Revolving Credit Commitmentsare attached thereto, after giving effect (B) as to the Loans to be made on incumbency and genuineness of the Closing Date signatures of each officer of the Company executing this Agreement, (C) that true, correct and complete copies of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the approval of the Merger and the consummation of the transactions contemplated hereby. hereby are attached thereto, (iiD) A certificate of each that true, correct and complete copies of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: (a) the representations and warranties hereunder are true and correct in all material respects; (b) the Loan Parties are in compliance with each resolutions of the covenants shareholders of the Company approving this Agreement, the Merger and conditions hereunder; (c) no Event the consummation of Default or Potential Default exists; the transactions contemplated hereby are attached thereto, and (dE) no Material Adverse Change that true, correct and complete copies of all information, materials and documents that the Company has occurred since the date of the last audited financial statements of the Borrower delivered submitted to its shareholders with respect to the Administrative Agenttransactions contemplated hereby are attached thereto. (iii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iv) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral. (v) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1. (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee. (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as certificate of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties Borrower signed by an Authorized Officer, dated the Closing Date stating that: (a) that the representations and warranties hereunder are true and correct in all material respects; (b) the Loan Parties are Borrower is in compliance with each of the its representations, warranties, covenants and conditions hereunder; (c) , no Event of Default or Potential Default exists; , no litigation which is materially adverse to the Borrower and (d) its Subsidiaries, taken as a whole, exists, no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent., and the Borrower is Solvent; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan PartiesBorrower, certifying as appropriate as to: (a) all action taken by each Loan Party the Borrower in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party the Borrower in each state where organized or qualified to do business.; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.Officer; (viv) A written opinion of counsel for the Loan PartiesBorrower, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1.1; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto effect in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.counsel; (viivi) A duly completed Compliance Certificate dated as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower.the Borrower which includes reasonably satisfactory evidence of pro forma compliance with the Debt/EBITDA Ratio and Consolidated Interest Coverage Ratio as of June 30, 2017; (vii) A Lien search in acceptable scope and with acceptable results; (viii) Evidence that (a) All material consents, approvals and licenses required to effectuate the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations transactions contemplated hereby have been paid and (c) all Liens securing such Existing Credit Obligations have been released.obtained; (ix) All fees The projected financial projections (including balance sheets, statements of operations and expenses cash flows) of the Lenders and Borrower for the Agent required 2017 through 2021 fiscal years, it being understood that such projections are not to be paid by the Loan Partiesviewed as facts, including, without limitation, those fees set forth in the Administrative Agent’s Letter.actual results may vary from such projections and such variations may be material; (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion The consolidated and consolidating audited year-end financial statements for and as of the Borrower is in an amount in excess three (3) fiscal years ended December 31, 2016 of $2,000,000 other than as previously disclosed to the Administrative Agent.Borrower, together with (i) unaudited interim financial statements for the most recently ended fiscal quarter and a comparison against the current year-to-date financial statements and (ii) copies of the unqualified reports of independent certified public accounts that conducted such annual audits; (xi) Evidence in form and substance satisfactory that after giving effect to the Administrative Agent and transactions contemplated by the Loan Documents, the Borrower has a sufficient mine bonding capacity to conduct its counsel operations as to projected in accordance with the amount and nature financial projections of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject.provided to the Administrative Agent; and (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On the Closing DateDate (except as expressly set forth below), the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: (a) the representations and warranties hereunder are true and correct in all material respects; (b) that the Loan Parties are in compliance with each of the their representations, warranties, covenants and conditions hereunder; (c) hereunder and no Event of Default or Potential Default exists; exists and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower Parent delivered to the Administrative Agent. (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (aA) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (bB) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; signatures and (cC) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office (or a certification that there have been no changes to the organizational documents since last delivered to the Administrative Agent), together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral; provided that the Loan Parties agree to take all action to perfect, at the Loan Parties’ cost, the Administrative Agent’s lien in sixty five percent (65%) of the equity in first tier Foreign Subsidiaries pursuant to the Pledge Agreement within thirty (30) days after the Closing Date or such longer period of time agreed to by the Administrative Agent. (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.17.1(a). (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee. (viivi) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower the Borrowers most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower.the Borrowers; (vii) Copies of all material consents required to effectuate the transactions contemplated hereby; (viii) Evidence that (a) Copies of all searches with respect to the Existing Credit Agreement has been terminatedCollateral, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses together with copies of the Lenders financing statements (or similar documents) disclosed by such searches, and the Agent required to be paid accompanied by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance evidence reasonably satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be Permitted Liens or have been or contemporaneously will be released or terminated or otherwise provided for in a manner reasonably satisfactory to the period beginning January 1Administrative Agent (it being agreed that the delivery of release letters, 2009 and ending on mortgage releases and/or UCC-3 financing statements, as applicable, to the Expiration Date.Administrative Agent shall be satisfactory evidence); (xiiiix) An executed Landlordlandlord’s Waiver waiver in substantially form and substance acceptable to the form of Exhibit 6.1.1(xiii) Administrative Agent from the lessor for each leased Collateral location as required under the Security Agreement.; (xivx) A Solvency Certificate from the chief financial officer of Parent certifying that each Borrower and each other Loan Party, after giving effect to the Acquisition and the extensions of credit on the Closing Date, is Solvent; (xi) Not later than five (5) Business Days prior to the Closing Date, all documentation and other information with respect to the Borrowers and their Subsidiaries required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including Executive Order No. 13224; and (xii) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (a) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (c) no Event of Default or Potential Default exists; , and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.Officer; (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1.1; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.; (viivi) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower.; (vii) All material consents required to effectuate the transactions contemplated hereby; (viii) Evidence that both (a) the Existing Credit Agreement has dated December 1, 2010 between the Borrower and JPMorgan Chase Bank, N.A., and (b) the Credit Agreement dated April 20, 2010 between the Borrower and PNC Bank, National Association, have been terminated, (b) and all Existing Credit Obligations outstanding obligations thereunder have been paid and (c) all Liens securing such Existing Credit Obligations have been released.paid; (ix) All fees A lien search in acceptable scope and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter.with acceptable results; (x) Certification that No Material Adverse Change since April 29, 2011 shall have occurred and no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent.material litigation shall exist; (xi) Evidence in form and substance satisfactory to the The Administrative Agent shall be satisfied with its review of (i) ERISA and its counsel as to labor matters affecting the amount Loan Parties and nature their Subsidiaries and (ii) the status of all Tax, ERISA, employee retirement benefit regulatory approvals and other contingent liabilities to which licenses of the Borrower Loan Parties and its Subsidiaries may be subject.their Subsidiaries; and (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; respects (bwithout duplication of any materiality qualifiers contained therein), (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower Parent delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Domestic Loan PartiesParties (or the equivalent authorized signatory for any Foreign Loan Party), certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.; (viv) A written opinion Written opinions of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1.1 [Deliveries]; (viv) Evidence that adequate insurance insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee insured and lender loss payee.; (viivi) A duly completed Compliance Certificate evidencing pro forma compliance with Sections 8.2.16 [Maximum Leverage Ratio] and Section 8.2.17 [Minimum Interest Coverage Ratio] as of the last day of the fiscal quarter of Borrower most recently Parent ended prior to the Closing DateJune 30, 2014, signed by an Authorized Officer of Borrower.Parent; (vii) All material consents required to effectuate the transactions contemplated hereby; (viii) Evidence reasonably satisfactory to the Administrative Agent that (a) all interest, fees and other obligations under the Existing Credit Agreement has been terminated(other than principal of the Existing Revolving Loans, (bcontingent claims in respect of the Existing Letters of Credit and unbilled expenses) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released.in full to the Closing Date; (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter.[Reserved]; (x) Certification Evidence that no claimall Liens in the Collateral pursuant to the Collateral Documents have been duly perfected and have the priority required under the Loan Documents, litigation, suit including Lien searches in acceptable scope and with acceptable results; (xi) The Domestic Loan Parties have used commercially reasonable efforts to obtain an executed landlord’s waiver or other proceeding has been made in writing against Borrower whichlien waiver agreement from the lessor, warehouse operator or other applicable Person for each leased Collateral location as required under the Pledge and Security Agreement or Section 8.1.11 [Landlord Waivers] hereof; (xii) Evidence relating to the Loan Parties’ liabilities with respect to Environmental Laws and ERISA and status as to labor and employee matters affecting the Loan Parties that reasonably would be expected to cause a Material Adverse Change, as the Arrangers or the Administrative Agent may reasonably request, which liabilities and status shall be reasonably satisfactory to the Arrangers and the Administrative Agent; (xiii) A perfection certificate, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed form and substance reasonably acceptable to the Administrative Agent., executed and delivered on behalf of the Loan Parties by an Authorized Officer of each Loan Party; (xixiv) Evidence [Reserved]; (xv) Evidence, in form and substance satisfactory to the Administrative Agent and its counsel as Agent, that no actions, suits, proceedings, claims or disputes pending or, to the amount and nature knowledge of all Taxthe Loan Parties, ERISAthreatened, employee retirement benefit and at law, in equity, in arbitration or before any Official Body Authority, by or against any Loan Party or against any of its properties or revenues that (a) purport to affect or pertain to this Agreement or any other contingent liabilities Loan Document or (b) either individually or in the aggregate, if determined adversely, would reasonably be expected to which the Borrower and its Subsidiaries may be subject.cause a Material Adverse Change; (xiixvi) Financial projections Evidence, in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1Agent, 2009 and ending on the Expiration Date.that since December 31, 2013 there shall not have occurred any change, development or event that has or would reasonably be expected to cause a Material Adverse Change; (xiiixvii) An executed Landlord’s Waiver Documentation and other information requested by the Administrative Agent in substantially order to comply with requirements of the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement.USA Patriot Act; (xivxviii) Evidence of termination of each of (a) the Pledge Agreement, dated as of November 2, 2007, among Parent, as pledgor, the Administrative Agent, as pledgee, and TXX de México, S.A. de C.V. (“TXX”), as depositary, (b) the Pledge Agreement, dated as of November 2, 2007, among Controls, as pledgor, the Administrative Agent, as pledgee, and TXX, as depositary and (c) the Pledge Agreement, dated as of November 2, 2007, among Electronics, as pledgor, the Administrative Agent, as pledgee, and TXX, as depositary; and (xix) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On or prior to the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: (a) , after giving effect to the representations and warranties hereunder are true and correct in all material respects; (b) Acquisition, the Loan Parties are in compliance with each of the their representations, warranties, covenants and conditions hereunder; (c) hereunder and no Event of Default or Potential Default exists; exists and (d) no Material Adverse Change has occurred and no material litigation exists since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent. (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral. (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.17.1.1, in form and substance satisfactory to the Administrative Agent. (v) (A) Written opinions of local counsel situated in the jurisdictions of formation of the first tier offshore subsidiaries of Borrower (including those acquired pursuant to the Acquisition Documents) as to which 65% of the stock or other ownership interests held therein by a Loan Party have been or are to be pledged to Administrative Agent for the benefit of the Lenders pursuant to a Pledge Agreement, such opinions shall address the enforceability of the pledge of such stock or other ownership interests under the laws of the local jurisdiction, what additional steps if any (such as registration) may be required by the laws or customs of the local jurisdiction in connection with such pledge, the collection rights of the Administrative Agent against such stock or other ownership interests under the laws of the local jurisdiction, and such other matters as may reasonably be requested by Administrative Agent; (B) to the extent any opinions of counsel were received by a Loan Party or a Subsidiary of a Loan Party in connection with any Acquisition, such opinion(s) shall be additionally addressed and directed to Administrative Agent for the benefit of the Lenders; and (C) to the extent requested by the Required Lenders, one or more written opinions of counsel addressing any material Acquisition not addressed by an opinion obtained pursuant to clause (B) directly above. (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee insured and lender loss payable special endorsements endorsements, as appropriate, attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee insured and lender loss payee. (vii) A duly completed pro forma Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower demonstrating that: (1) the Consolidated EBITDA of the Borrower, its Subsidiaries and the Acquired Companies as of the fiscal period ended on September 30, 2008, for the four fiscal periods then ended is at least $24,600,000; (2) that the ratio of pro forma consolidated Indebtedness of the Borrower, its Subsidiaries and the Acquired Companies as of the Closing Date to Consolidated EBITDA as of the fiscal period ended on September 30, 2008, for the four fiscal periods then ended shall be less than or equal to 3.25 to 1.0; and (3) that the ratio of pro forma consolidated Indebtedness of the Borrower, its Subsidiaries and the Acquired Companies as of the Closing Date less the consolidated total Indebtedness of Isoclima and its Subsidiaries as of the Closing Date to Consolidated EBITDA of the Borrower, its Subsidiaries and the Acquired Companies less the Consolidated EBITDA of Isoclima and its Subsidiaries as of the fiscal period ended on September 30, 2008, for the four fiscal periods then ended shall be less than or equal to 3.00 to 1.0. (viii) Evidence that (a) All material consents, approvals and licenses required to effectuate the Existing Credit Agreement has been terminatedtransactions contemplated hereby, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been releasedincluding the Acquisition. (ix) All fees and expenses Certified copy of the Lenders fully executed loan documents evidencing, governing, or otherwise relating to the debt of Isoclima and its Subsidiaries; and evidence that (1) the credit facility dated July 13, 2007 between Borrower and PNC Bank, (2) the existing credit facilities of TPS and OSTI and (3) any other credit facility, has been terminated, and all outstanding obligations thereunder have been paid and all Liens securing such obligations have been released; provided, however, that the debt of the Isoclima and its Subsidiaries shall be permitted to remain outstanding as of the Closing Date so long as the aggregate principal amount of such indebtedness does not exceed €40,600,000 at any one time and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth interest rate payable thereon is not in the Administrative Agent’s Letterexcess of 15.0 % per annum. (x) Certification that no claim, litigation, suit or other proceeding has been made A Lien search in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agentacceptable scope and with acceptable results. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii1.1(L) from the lessor for of each leased Collateral location required under located in Beavercreek Ohio, Freeport Pennsylvania and Waitsfield Vermont. (xii) Projected consolidated financial statements (including a pro forma opening balance sheet, pro forma statements of operations and cash flows) for 2008 through 2011. (xiii) Copies of the Security fully executed Acquisition Documents, which shall provide for an aggregate cash purchase price not to exceed $144,000,000 (excluding transaction expenses) for all Acquired Companies (with no other consideration paid or payable including by way of indebtedness assumed (other than that indebtedness of Isoclima and its Subsidiaries in an aggregate principal amount not to exceed €40,600,000) or purchase price adjustments or otherwise), without any amendment, supplement or waiver by any party thereto unless approved by the Required Lenders in their sole discretion. (xiv) A certified copy of the fully executed Underwriting Agreement. (xivxv) The Chief Executive Officer or President and Chief Financial Officer of each Loan Party shall have delivered a certificate, dated as of the Closing Date, as to the capital adequacy and solvency of the Loan Parties, taken as a whole, after giving effect to the transactions contemplated hereby. (xvi) STS Holding Company, an Ohio corporation shall have delivered to the Administrative Agent satisfactory evidence that (a) 100% of the outstanding stock in Sensor Technology Systems, Inc., an Ohio corporation, has been pledged pursuant to the Pledge Agreement (including the equity which is currently pledged to Xxxxxx X. Xxxxxx, as agent for himself, Xxxxx X. Xxxxxx, Xxx X. Xxxxx, Xxxx X. Xxxxxx, Xxx Xxxx and Xxxxxxx Xxxxxx (the “Sellers”) pursuant to a stock pledge agreement dated August 31, 2003 and a stock purchase agreement of even date, as amended most recently on December 8, 2008), (b) the pledge of such outstanding stock shall constitute a first priority, perfected lien in favor of the Administrative Agent in such outstanding stock and (c) any liens in favor of the Sellers in connection with such stock purchase agreement and/or stock pledge agreement have been terminated. (xvii) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On the Closing Date, the The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative AgentAgent and, if applicable, its counsel: (i) A Borrowing Base Certificate prepared as a certificate of the last Business Day Borrower on behalf of itself and the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the other Loan Parties signed by an Authorized OfficerOfficer of the Borrower, dated as of the Closing Date stating that: that (aA) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement and each other Loan Document are true and correct in all material respects; , except that such representations and warranties that are qualified in this Agreement by reference to materiality or Material Adverse Effect shall be true and correct in all respects, as of the Closing Date (bor, if such representation or warranty makes reference to an earlier date, as of such earlier date), (B) no Event of Default or Default exists or is continuing as of the Closing Date, (C) except as are permitted to be delivered on a post-closing basis pursuant to Section 6.15, all Governmental Authority authorizations required with respect to the execution, delivery or performance of this Agreement and the other Loan Documents by the Loan Parties have been received, (D) there has occurred no Material Adverse Effect, (E) the Loan Parties are in compliance on a Pro forma Basis with the financial covenant set forth in Section 8.1 and attaching the calculation showing such compliance thereto and (F) each of the covenants and conditions hereunder; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change Loan Parties has occurred since the date satisfied each of the last audited financial statements of the Borrower delivered other closing conditions required to the Administrative Agent.be satisfied by it hereunder; (iiiii) A a certificate dated as of the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan PartiesParties and Shenandoah Telephone Company, certifying as appropriate as to: (aA) all corporate or limited liability company action taken by each Loan Party and Shenandoah Telephone Company in connection with the authorization of this Agreement and the other Loan Documents; (bB) the names of the Authorized Officers authorized to sign the Loan Documents on behalf of each Loan Party and Shenandoah Telephone Company and their true signatures; and (cC) copies of its organizational documents Organizational Documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office (if so filed or required to be so filed) together with certificates from the appropriate state officials as to the continued existence and good standing or existence (as applicable) of each Loan Party and Shenandoah Telephone Company in each state where organized organized; (iii) evidence that there is no action, suit, proceeding or qualified investigation pending against, or threatened in writing against, any Loan Party or any Subsidiary of any Loan Party or any of their respective properties, including the Licenses, in any court or before any arbitrator of any kind or before or by any other Governmental Authority (including the FCC and any applicable PUC) that would reasonably be expected to do business.result in a Material Adverse Effect; (iv) This this Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.Collateral and all other original items required to be delivered pursuant to any of the Collateral Documents; (v) A a customary written opinion of Hunton Xxxxxxx Xxxxx LLP, counsel for the Loan Parties, dated as of the Closing Date and as to the matters set forth in Schedule 6.1.1.Date; (vi) Evidence evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee., as applicable; (vii) A a duly completed Compliance Certificate as completed, executed Loan Request for Credit Extension for each Loan or Letter of the last day of the fiscal quarter of Borrower most recently ended prior Credit (if any) requested to be made on the Closing Date, including notice of election as to Interest Periods (if applicable); (viii) a duly completed, executed Perfection and Diligence Certificate signed by an Authorized Officer of Borrower.each of the Loan Parties; (viiiix) Evidence a duly completed, executed Solvency Certificate signed by an Authorized Officer of the Borrower, on behalf of the Loan Parties; (x) evidence that, except as are permitted to be delivered on a post-closing basis pursuant to Section 6.15, all material governmental and third-party consents, subordinations or waivers, as applicable, required to effectuate the transactions contemplated hereby have been obtained and are in full force and effect, including any required material permits and authorizations of all applicable Governmental Authorities, including the FCC and all applicable PUCs; (xi) evidence that the Amended and Restated Credit Agreement, dated as of November 9, 2018, by and among the Borrower, the “Guarantors” party thereto, the “Lenders” party thereto, CoBank, ACB as Administrative Agent, Joint Lead Arranger, Co-Bookrunner, Swing Line Lender and an Issuing Lender, Royal Bank of Canada as Syndication Agent, Joint Lead Arranger and Co-Bookrunner, Fifth Third Bank, as Syndication Agent and Joint Lead Arranger, and Bank of America, N.A., Capital One, National Association, Citizens Bank, N.A. and TD Securities (aUSA) the Existing Credit Agreement LLC, each as Joint Lead Arranger and Co-Documentation Agent, has been terminated, (b) and all Existing Credit Obligations outstanding obligations thereunder have been paid in full and (c) all Liens securing such Existing Credit Obligations obligations have been released.; (ixxii) All fees Lien and expenses of the Lenders and the Agent required litigation search reports with respect to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance scope satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and with results showing no Liens other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.than Permitted Liens;

Deliveries. On the Closing Date, the The Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative AgentAgent and, if applicable, its counsel: (i) A Borrowing Base Certificate prepared a certificate, dated as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: (a) the representations and warranties hereunder are true and correct in all material respects; (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent. (iii) A certificate dated the Closing First Restatement Effective Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: to (ai) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; , (bii) the names of the Authorized Officers authorized to sign the Loan Documents this Agreement and their true signatures; signatures and (ciii) copies of its organizational documents Organizational Documents as in effect on the Closing First Restatement Effective Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing or existence (as applicable) of each Loan Party in each state where organized or qualified to do business; and (ii) at least five (5) Business Days prior to the First Restatement Effective Date, (i) all documentation and other information requested by (or on behalf of) any Lender in order to comply with requirements of Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions and (ii) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Borrower. (iii) a certificate of the Borrower signed by a Compliance Officer of the Borrower, dated as of the First Restatement Effective Date, stating that (a) all representations and warranties of the Loan Parties herein and in the other Loan Documents are true and correct, except such representations and warranties that are not qualified in this Agreement by reference to materiality or a Material Adverse Change are true and correct in all material respects as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty are true and correct in all respects or in all material respect, as applicable, as of such earlier date), (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder, (c) no Event of Default or Default exists, (d) since April 30, 2018, there has occurred no Material Adverse Change, (e) each of the Loan Parties has satisfied each of the closing conditions required to be satisfied by it hereunder, (f) all material governmental and third-party consents, subordinations or waivers, as applicable, required to effectuate the transactions contemplated hereby have been obtained and are in full force and effect, including any required material permits and authorizations of all applicable Governmental Authorities, including the FCC and all applicable PUCs, and (g) there is no action, suit, proceeding or investigation pending against, or threatened in writing against, any Loan Party or any Subsidiary of any Loan Party or any of their respective properties, including the Licenses, in any court or before any arbitrator of any kind or before or by any other Governmental Authority (including the FCC and any applicable PUC) that would reasonably be expected to result in a Material Adverse Change; (iv) This evidence that there is no action, suit, proceeding or investigation pending against, or threatened in writing against, any Loan Party or any Subsidiary of any Loan Party or any of their respective properties, including the Licenses, in any court or before any arbitrator of any kind or before or by any other Governmental Authority (including the FCC and any applicable PUC) that would reasonably be expected to result in a Material Adverse Change; (v) this Agreement and each of the other Loan Documents (including each Mortgage and each other Collateral Document as the Administrative Agent may require) signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.Collateral and all other original items required to be delivered pursuant to any of the Collateral Documents; (vvi) A customary written opinion opinions of counsel for the Loan Parties, duly executed (including any local and regulatory counsel required by the Administrative Agent), dated as of the Closing Date and as First Restatement Effective Date; (vii) [reserved]; (viii) a certificate of a Compliance Officer of the Borrower setting forth (A) the calculation, calculated on a pro forma basis for the twelve consecutive month period ending most recently prior to the matters First Restatement Effective Date, of the Net Total Leverage Ratio as of the First Restatement Effective Date after giving effect to the Credit Extension occurring at the time of the First Restatement Effective Date, (B) showing compliance with the financial covenant set forth in Schedule 6.1.1.Section 8.1 and (C) setting for a calculation of the Special Project Available Amount as of the First Restatement Effective Date; (viix) Evidence a duly completed, executed Loan Request for each Loan or request for Credit Extension for each Letter of Credit requested to be made on the First Restatement Effective Date, including notice of election as to Interest Periods (if applicable); (x) a duly completed, executed Perfection and Diligence Certificate signed by a Compliance Officer of each of the Loan Parties; (xi) a duly completed, executed Solvency Certificate signed by a Compliance Officer of each of the Loan Parties; (xii) evidence that adequate insurance all material governmental and third-party consents, subordinations or waivers, as applicable, required to be maintained under this Agreement is effectuate the transactions contemplated hereby have been obtained and are in full force and effect, including any required material permits and authorizations of all applicable Governmental Authorities, including the FCC and all applicable PUCs; (xiii) a Lien search with additional insuredrespect to the Borrower and each other Loan Party, mortgagee and lender loss payable special endorsements attached thereto in form and substance scope satisfactory to the Administrative Agent and its counsel naming with results showing no Liens other than Permitted Liens and otherwise satisfactory to the Administrative Agent as additional insured, mortgagee and lender loss payee.Agent; (viixiv) A duly completed Compliance Certificate as true, correct and complete copies of the last day of the fiscal quarter of Borrower most recently ended prior all Material Agreements not already delivered pursuant to the Closing Date, signed by an Authorized Officer of Borrower. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released.or another clause of this Section 4.1; (ixxv) All fees and expenses of the Lenders and the Agent required to be paid if requested by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigationan executed landlord agreement from the lessor, suit warehouse operator or other proceeding has been made in writing against Borrower which, applicable Person for each leased location with Collateral valued in the opinion of the Borrower is in an amount aggregate in excess of $2,000,000 other than as previously disclosed 1,500,000, subordinating such Person’s Lien in goods stored at that location to the Administrative Agent. (xi) Evidence in form and substance satisfactory to Prior Security Interest of the Administrative Agent and its counsel as to the amount containing such other terms and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions provisions as the Administrative Agent or its counsel may shall reasonably request.require;

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (av) the representations and warranties hereunder are of the Loan Parties in the Loan Documents shall then be true and correct in all material respects; , (bw) the Loan Parties are in compliance with each of the covenants and conditions hereunder; hereunder and under the Loan Documents, (cx) no Potential Default or Event of Default shall have occurred prior to or Potential Default exists; will result immediately following the Closing Date and the borrowing of any Loans on the Closing Date, (dy) no Material Adverse Change has occurred since the date of the last audited financial statements of the each Borrower delivered to the Administrative Agent.Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Section 7.1 and Section 7.3 [Each Loan or Letter of Credit] have been satisfied; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (aA) all action taken by each Loan Party in connection with to validly authorize, duly execute and deliver this Agreement and the other Loan DocumentsDocuments and attaching copies of such resolution or other corporate or organizational action; (bB) the names names, authority and capacity of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (cC) copies of its organizational documents as in effect on the Closing Date, to the extent applicable, certified as of a sufficiently recent date prior to the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued existence and valid existence, good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where organized conduct of business or qualified to do business.ownership or lease of properties or assets requires such qualification; (iviii) This Agreement and each of the other Loan Documents signed duly executed by an Authorized Officer and all appropriate financing statements and appropriate stock the parties thereto; (iv) Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral.; (v) A written opinion Written opinion(s) of counsel for the Loan Parties, dated the Closing Date and as in form and substance reasonably satisfactory to the matters set forth in Schedule 6.1.1.Administrative Agent; (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee insured and lender loss payable special endorsements attached thereto in form and substance reasonably satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee insured and lender loss payee., as applicable; (vii) A duly completed Compliance Certificate for the Loan Parties as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower.the Borrowers, determined on a pro forma basis; (viii) Evidence All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by an Authorized Officer that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid each is in full force and (c) all Liens securing such Existing Credit Obligations have been released.effect and none other is so required or necessary; (ix) All fees Evidence that all Indebtedness not permitted under Section 9.1 [Indebtedness] shall have been paid in full and expenses of the Lenders that all necessary termination statements, release statements and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth other releases in the Administrative Agent’s Letter. connection with all Liens (xother than Permitted Liens) Certification that no claim, litigation, suit have been filed or other proceeding has satisfactory arrangements have been made in writing against Borrower whichfor such filing (including payoff letters, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Taxif applicable, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date.Agent); (xiiix) An Lien searches in acceptable scope and with reasonably acceptable results; (xi) For this clause (xi) only, the Loan Parties shall use commercially reasonable efforts to deliver the following: an executed Landlordlandlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) waiver or other lien waiver agreement from the lessor lessor, warehouse operator or other applicable Person for each leased Collateral location location, as further required under the Security Agreement.; (xii) The Statements and the Projections; (xiii) At least five (5) days prior to the Closing Date, the Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender such documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (xiv) All legal (including tax implications) and regulatory matters shall be satisfactory to the Administrative Agent and Lenders, including but not limited to compliance with all applicable requirements of Regulations U, T and X of the Board of Governors of the Federal Reserve System. The Administrative Agent’s counsel shall have completed all legal due diligence; (xv) All governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of the Borrowers and their Subsidiaries (including shareholder approvals, if any) shall have been obtained on satisfactory terms and shall be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing or any of the transactions contemplated hereby; (xvi) The corporate structure, capital structure, other debt instruments, material accounts and governing documents of the Borrowers and their affiliates shall be acceptable to the Administrative Agent; (xvii) No Material Adverse Change shall have occurred from the information previously supplied to the Administrative Agent; (xviii) The ERISA and labor matters affecting the Borrowers and their Subsidiaries shall be acceptable to the Administrative Agent; (xix) Each document (including any Uniform Commercial Code financing statement and any IP Security Agreement) required by this Agreement, any related agreement or under law, or reasonably requested by Administrative Agent to be filed, registered or recorded in order to create, in favor of Administrative Agent, a perfected security interest in or lien upon the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested; and (xx) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing DateFunding Date (or at such other time as provided in this Section 7.2), the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A a certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Funding Date stating that: that (a) the representations and warranties hereunder are true and correct in all material respects; (bA) the Loan Parties are in compliance with each of the covenants and conditions hereunder; hereunder and under the Loan Documents, (c) no Event of Default or Potential Default exists; and (dB) no Material Adverse Change has occurred since December 31, 2020 (and the date Administrative Agent and Required Lenders shall not have otherwise determined), (C) there is no action, suit, investigation or proceeding pending, or to the knowledge of the last audited financial statements of Borrower, threatened in any court or before any arbitrator or Official Body that would reasonably be expected to have or result in a Material Adverse Change, and (D) the Borrower delivered to the Administrative Agent.conditions stated in this Section 7.2 and Section 7.3 have been satisfied; (iiiii) A a certificate dated the Closing Funding Date and signed by the Secretary an Authorized Officer or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (aA) all action taken by each Loan Party in connection with to validly authorize, duly execute and deliver this Agreement and the other Loan DocumentsDocuments and attaching copies of such resolution or other corporate or organizational action; (bB) the names names, authority and capacity of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (cC) copies of its organizational documents as in effect on the Closing Funding Date, to the extent applicable, certified as of a sufficiently recent date prior to the Funding Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued existence and valid existence, good standing and qualification to engage in its business of each Loan Party in the state of its organization; (iii) to the extent not delivered on the Funding Date, each state where organized or qualified to do business.of the Loan Documents duly executed by the parties thereto; (iv) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral. (vwritten opinion(s) A written opinion of counsel for the Loan Parties, dated the Closing Funding Date and as in form and substance satisfactory to the matters set forth in Schedule 6.1.1.Administrative Agent; (viv) Evidence on or prior to the Funding Date, certificates of insurance evidencing that adequate insurance insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with the Administrative Agent indicated as additional insured, mortgagee insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent payable, as additional insured, mortgagee and lender loss payee.applicable; (viivi) A a duly completed Compliance Certificate as of the last day of the fiscal quarter Fiscal Quarter of Borrower Holdings most recently ended prior to the Closing Funding Date, signed by an Authorized Officer of the Borrower, together with reasonably detailed calculations attached thereto demonstrating that, after giving effect to the incurrence of Loans on the Funding Date and the Transactions on a Pro Forma Basis, (A) the Consolidated Total Net Leverage Ratio does not exceed 3.20 to 1.00 and (B); the Loan Parties are in compliance with Section 9.12. (vii) all material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan ​ Document against such Loan Party, certified by an Authorized Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations Indebtedness not permitted under Section 9.1 shall have been paid in full and (c) that all necessary termination statements, release statements and other releases in connection with all Liens securing such Existing Credit Obligations (other than Permitted Liens) have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit filed or other proceeding has satisfactory arrangements have been made in writing against Borrower whichfor such filing (including payoff letters, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Taxif applicable, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent); (ix) receipt by the Administrative Agent of the following: (A) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party; (B) Uniform Commercial Code financing statements for each appropriate jurisdiction as is necessary, in the period beginning January 1Administrative Agent’s reasonable discretion, 2009 to perfect the Administrative Agent’s security interest in the Collateral; (C) subject to Section 8.14(b), all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Security Agreement or any other pledge agreement, together with duly executed in blank, undated stock powers attached thereto (unless, with respect to the pledged Equity Interests of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the Law of the jurisdiction of organization of such Person); (D) searches of ownership of, and ending on Xxxxx on, United States registered intellectual property owned by each Loan Party in the Expiration Dateappropriate governmental offices; and (E) duly executed notices of grant of security interest in the form required by any security agreement as are necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the United States registered intellectual property owned by the Loan Parties (if and to the extent perfection may be achieved in the United States Patent and Trademark Office or the United States Copyright Office by such filings). (x) a certificate of an Authorized Officer of the Borrower as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) the Statements and the Projections; (xii) [reserved]; (xiii) An the Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Landlord’s Waiver Certificate of Beneficial Ownership and such other documentation and other information requested in substantially connection with applicable “know your customer” and anti-money laundering rules and regulations, including the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement.USA PATRIOT Act; ​ ​ (xiv) Such such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the The Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative AgentAgent and, if applicable, its counsel: (i) A Borrowing Base Certificate prepared a certificate of the Borrower signed by a Compliance Officer of the Borrower, dated as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date stating that (a) all representations and consummation of the transactions contemplated hereby. (ii) A certificate of each warranties of the Loan Parties signed by an Authorized Officer, dated set forth in this Agreement or the Closing Date stating that: (a) the representations and warranties hereunder other Loan Documents are true and correct in all material respects; , except that such representations and warranties that are qualified in this Agreement or such other Loan Document by reference to materiality or a Material Adverse Change shall be true and correct in all respects, as of the Closing Date (or, if such representation or warranty makes reference to an earlier date, as of such earlier date), (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder; hereunder and the other Loan Documents, (c) no Event of Default or Potential Default exists; and , (d) there has occurred no Material Adverse Change has occurred since the date December 31, 2022, and (e) each of the last audited financial statements Loan Parties has satisfied each of the Borrower delivered closing conditions required to the Administrative Agent.be satisfied by it hereunder; (iiiii) A a certificate dated as of the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents Organizational Documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office (if so filed or required to be so filed) together with certificates from the appropriate state officials as to the continued existence and good standing or existence (as applicable) of each Loan Party in each state where organized organized; (iii) evidence that there is no action, suit, proceeding or qualified investigation pending against, or threatened in writing against, any Loan Party or any of its respective Subsidiaries or any of their respective properties, including the Material Licenses, in any court or before any arbitrator of any kind or before or by any other Governmental Authority (including the FCC and any applicable PUC) that would reasonably be expected to do business.result in a Material Adverse Change; (iv) This this Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.Collateral and all other original items required to be delivered pursuant to any of the Collateral Documents; (v) A customary written opinion opinions of counsel for the Loan Parties, duly executed (including any FCC or PUC counsel, if required by the Administrative Agent), dated as of the Closing Date and as to the matters set forth in Schedule 6.1.1.Date; provided, however that no opinion of counsel shall be required for any Loan Parties that are incorporated outside of State of Delaware; (vi) Evidence subject to Section 6.18, evidence that adequate insurance required to be maintained under this Agreement is in full force and effect; (vii) a duly completed, executed Loan Request for Credit Extension for each Loan or Letter of Credit requested to be made on the Closing Date, including notice of election as to Interest Periods (if applicable); (viii) a duly completed, executed Solvency Certificate signed by an Authorized Officer of each the Borrower; (ix) evidence that all material governmental and third-party consents, subordinations or waivers, as applicable, required to effectuate the transactions contemplated hereby have been obtained and are in full force and effect, including any required material permits and authorizations of all applicable Governmental Authorities, including the FCC and all applicable PUCs; (x) evidence that all outstanding obligations under the Existing Credit Agreement have been paid in full; (xi) [reserved]; (xii) a Lien search with additional insuredrespect to the Borrower and each other Loan Party, mortgagee and lender loss payable special endorsements attached thereto in form and substance scope satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee. (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all with results showing no Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed Permitted Liens and otherwise satisfactory to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.;

Deliveries. On the Closing DateFunding Date (or at such other time as provided in this Section 7.2), the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A a certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Funding Date stating that: that (a) the representations and warranties hereunder are true and correct in all material respects; (bA) the Loan Parties are in compliance with each of the covenants and conditions hereunder; hereunder and under the Loan Documents, (c) no Event of Default or Potential Default exists; and (dB) no Material Adverse Change has occurred since December 31, 2020 (and the date Administrative Agent and Required Lenders shall not have otherwise determined), (C) there is no action, suit, investigation or proceeding pending, or to the knowledge of the last audited financial statements of Borrower, threatened in any court or before any arbitrator or Official Body that would reasonably be expected to have or result in a Material Adverse Change, and (D) the Borrower delivered to the Administrative Agent.conditions stated in this Section 7.2 and Section 7.3 have been satisfied; (iiiii) A a certificate dated the Closing Funding Date and signed by the Secretary an Authorized Officer or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (aA) all action taken by each Loan Party in connection with to validly authorize, duly execute and deliver this Agreement and the other Loan DocumentsDocuments and attaching copies of such resolution or other corporate or organizational action; (bB) the names names, authority and capacity of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (cC) copies of its organizational documents as in effect on the Closing Funding Date, to the extent applicable, certified as of a sufficiently recent date prior to the Funding Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued existence and valid existence, good standing and qualification to engage in its business of each Loan Party in the state of its organization; (iii) to the extent not delivered on the Funding Date, each state where organized or qualified to do business.of the Loan Documents duly executed by the parties thereto; (iv) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral. (vwritten opinion(s) A written opinion of counsel for the Loan Parties, dated the Closing Funding Date and as in form and substance satisfactory to the matters set forth in Schedule 6.1.1.Administrative Agent; (viv) Evidence on or prior to the Funding Date, certificates of insurance evidencing that adequate insurance insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with the Administrative Agent indicated as additional insured, mortgagee insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent payable, as additional insured, mortgagee and lender loss payee.applicable; (viivi) A a duly completed Compliance Certificate as of the last day of the fiscal quarter Fiscal Quarter of Borrower Holdings most recently ended prior to the Closing Funding Date, signed by an Authorized Officer of the Borrower, together with reasonably detailed calculations attached thereto demonstrating that, after giving effect to the incurrence of Loans on the Funding Date and the Transactions on a Pro Forma Basis, (A) the Consolidated Total Net Leverage Ratio does not exceed 3.20 to 1.00 and (B); the Loan Parties are in compliance with Section 9.12. (vii) all material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by an Authorized Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations Indebtedness not permitted under Section 9.1 shall have been paid in full and (c) that all necessary termination statements, release statements and other releases in connection with all Liens securing such Existing Credit Obligations (other than Permitted Liens) have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit filed or other proceeding has satisfactory arrangements have been made in writing against Borrower whichfor such filing (including payoff letters, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Taxif applicable, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent); (ix) receipt by the Administrative Agent of the following: (A) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party; (B) Uniform Commercial Code financing statements for each appropriate jurisdiction as is necessary, in the period beginning January 1Administrative Agent’s reasonable discretion, 2009 to perfect the Administrative Agent’s security interest in the Collateral; (C) subject to Section 8.14(b), all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Security Agreement or any other pledge agreement, together with duly executed in blank, undated stock powers attached thereto (unless, with respect to the pledged Equity Interests of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the Law of the jurisdiction of organization of such Person); (D) searches of ownership of, and ending on Xxxxx on, United States registered intellectual property owned by each Loan Party in the Expiration Dateappropriate governmental offices; and (E) duly executed notices of grant of security interest in the form required by any security agreement as are necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the United States registered intellectual property owned by the Loan Parties (if and to the extent perfection may be achieved in the United States Patent and Trademark Office or the United States Copyright Office by such filings). (x) a certificate of an Authorized Officer of the Borrower as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) the Statements and the Projections; (xii) [reserved]; (xiii) An the Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Landlord’s Waiver Certificate of Beneficial Ownership and such other documentation and other information requested in substantially connection with applicable “know your customer” and anti-money laundering rules and regulations, including the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement.USA PATRIOT Act; (xiv) Such such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (iiA) A certificate of each of the Loan Parties Lead Borrower signed by an Authorized OfficerOfficer of the Lead Borrower, dated the Closing Date stating that: that (a) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement and the other Loan Documents are true and correct in all material respects as of the Closing Date (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event such representations and warranties are true and correct in all respects; ), (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder; (c) no Event of Default or Potential Default exists; exists and (dc) no Material Adverse Change has shall have occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.January 28, 2017; (iiiB) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary Authorized Officer of each of the Loan PartiesParty, certifying as appropriate as to: (a) resolutions authorizing all action taken by each such Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers of such Loan Party authorized to sign the Loan Documents and their true signatures; and (c) copies of its such Loan Party’s organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each its state where organized or qualified to do business.of organization; (ivC) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.Officer; 216004669 (vD) A written opinion Written opinions of counsel for the Loan Parties, dated the Closing Date for the benefit of the Administrative Agent and as to the matters set forth in Schedule 6.1.1.each Lender; (viE) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, and with respect to liability insurance coverage, with additional insured, mortgagee and lender loss payable insured special endorsements attached thereto in form and substance reasonably satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.; (viiF) Evidence that all Indebtedness not permitted under Section 7.2.1 [Indebtedness] shall have been paid in full (and all commitments in respect thereof terminated) and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (G) The Statements and the Projections; (H) A duly completed Compliance Certificate as of the last day of the fiscal quarter of the Lead Borrower most recently ended prior to the Closing DateDate for which financial statements are available evidencing compliance with the financial covenants set forth in Section 7.2.13 [Minimum Fixed Charge Coverage Ratio] and Section 7.2.14 [Maximum Leverage Ratio], signed by an Authorized Officer of Borrower.Borrower (the “Closing Compliance Certificate”); (viiiI) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses A certificate of an Authorized Officer of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Lead Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (J) All material regulatory approvals and nature material consents and licenses necessary for the consummation of all Tax, ERISA, employee retirement benefit the transactions contemplated hereunder shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions in respect of the transactions contemplated hereunder; (K) Lien searches in acceptable scope and with acceptable results; (L) All documentation and other contingent liabilities to which information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Borrower and its Subsidiaries may be subject.USA Patriot Act; and (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xivM) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On the Closing Date, the The Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agentfollowing: (i) A Borrowing Base Certificate prepared as An executed counterpart of this Amendment executed on behalf of (i) each of the last Business Day of Loan Parties, (ii) the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date Administrative Agent and consummation of the transactions contemplated hereby(iii) each Lender and Issuing Lender. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Fourth Amendment and Restatement Effective Date stating that: (ax) certifying as to the representations and warranties hereunder are true and correct in all material respects; (b) the Loan Parties are in compliance with each satisfaction of the covenants and conditions hereunder; (cset forth in Section 2.2(b) no Event of Default or Potential Default exists; and (dk) and (y) stating that no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent. (iii) A certificate dated the Closing Fourth Amendment and Restatement Effective Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement Amendment and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) there having been no changes to its organizational documents, or, if there have been changes, copies of its organizational documents as in effect on the Closing Fourth Amendment and Restatement Effective Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each its state where organized or qualified to do businessof organization. (iv) This Agreement Opinion addressed to the Administrative Agent and each of the other Lenders and dated the Fourth Amendment and Restatement Effective Date as to such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request from (i) Xxxxxx Xxxxx & Xxxxxxx LLP, as Pennsylvania and Delaware counsel to the Loan Documents signed by an Authorized Officer Parties, (ii) Xxxxx & Xxxxxx, P.C., as Colorado counsel to the Loan Parties and all appropriate financing statements and appropriate stock powers and certificates evidencing (iii) Xxxxx XxXxxxx LLP, as Indiana counsel to the pledged CollateralLoan Parties. (v) A written opinion of counsel for the Loan Parties, dated the Closing Date Lien search in acceptable scope and as to the matters set forth in Schedule 6.1.1with acceptable results. (vi) Evidence With respect to each structure on any real property that adequate is encumbered by a Mortgage, the Administrative Agent shall have received a life-of-loan Federal Emergency Management Agency flood hazard determination, and, to the extent any such structure is located in a special flood hazard area, the Administrative Agent shall have received (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and (ii) evidence of flood insurance as required to be maintained under this Agreement is in full force the Amended and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto Restated Credit Agreement. (vii) A certificate in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee. (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, capital adequacy and solvency of each Loan Party after giving effect to the transactions contemplated hereby signed by an Authorized Officer of Borrowereach Loan Party, acting in its capacity as such officers. (viii) Evidence that (a) Such documentation and other information requested by the Existing Credit Agreement has been terminatedAdministrative Agent and each Lender in connection with applicable “know your customer” and anti-money laundering rules and regulations, (b) all Existing Credit Obligations have been paid including the USA Patriot Act, in form and (c) all Liens securing such Existing Credit Obligations have been releasedsubstance acceptable to Administrative Agent and each Lender. (ix) All fees and expenses of An executed Loan Request with respect to the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth Initial Term A Loans no later than (i) in the Administrative Agent’s Lettercase of Initial Term A Loans to which the Term SOFR Rate Option applies, 10:00 a.m., two (2) Business Days prior to the Fourth Amendment and Restatement Effective Date and (ii) in the case of Initial Term A Loans to which the Base Rate Option applies, 10:00 a.m., one (1) Business Day prior to the Fourth Amendment and Restatement Effective Date. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, An executed prepayment notice with respect to the 2023 Term Loans (as defined in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed Credit Agreement) by 1:00 p.m. at least one (1) Business Day prior to the Administrative AgentFourth Amendment and Restatement Effective Date. (xi) Evidence in form and substance satisfactory to An executed copy of the Administrative Agent Security Agreement, duly executed by each Loan Party (including Hallador Renewables, LLC and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subjectSubsidiaries). (xii) Financial projections in form An executed copy of the Pledge Agreement, duly executed by each Loan Party (including Hallador Renewables, LLC and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1its Subsidiaries), 2009 Hallador Sands, LLC and ending on the Expiration DateHourglass Sands, LLC. (xiii) An executed Landlord’s Waiver in substantially copy of the form of Exhibit 6.1.1(xiii) from the lessor for Collateral Assignment, duly executed by each leased Collateral location required under the Security AgreementLoan Party (including Hallador Renewables, LLC and its Subsidiaries). (xiv) Such other documents in connection with such transactions as An executed copy of the Administrative Agent or Guaranty Agreement, duly executed by each of the Guarantors (including Hallador Renewables, LLC and its counsel may reasonably requestSubsidiaries).

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative AgentDecember 31, 2012. (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary or an Authorized Officer of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state or foreign jurisdiction official where such documents are filed in the appropriate state or foreign jurisdiction office (or confirmation that no changes have been made to the organizational documents delivered to the Administrative Agent on the Initial Closing Date or the date on which such Loan Party joined the Credit Agreement as a state office Borrower or a Guarantor, as applicable), together with certificates from the appropriate state officials as to the continued existence and good standing of each Domestic Loan Party in each state where organized or qualified to do business.organized; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and Officer, all appropriate financing statements and statements, appropriate stock powers and certificates evidencing the pledged Collateral.Collateral and deposit account control agreements, in form and substance reasonably satisfactory to the Administrative Agent, with respect to each deposit account of the Domestic Loan Parties; (viv) A written opinion Written opinions of counsel for the Domestic Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1.1; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee insured and lender loss payee.; (vi) Reserved; (vii) A duly completed Compliance Certificate as of All material consents required to effectuate the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower.transactions contemplated hereby; (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released.Reserved; (ix) All fees Domestic Lien searches in acceptable scope and expenses with acceptable results listing all of the Lenders and the Agent required to be paid by the effective financing statements filed against any Domestic Loan PartiesParty, including, without limitation, those fees set forth in the Administrative Agent’s Letter.together with copies of such financing statements; and (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing DateWith respect to each Loan Party, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A a certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (a) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (c) no Event of Default or Potential Default exists; and , (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower Borrowers delivered to the Administrative Agent., and (e) there is no litigation or proceedings of which it is aware before any courts, arbitrators or governmental or regulatory agencies affecting the Company or any of its Subsidiaries which could reasonably be expected to result in a Material Adverse Change; (iiiii) A With respect to each Loan Party, a certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state or foreign jurisdiction official where such documents are filed in a the appropriate state or foreign jurisdiction office together with certificates from the appropriate state or foreign jurisdiction officials as to the continued existence and good standing (or foreign jurisdiction equivalent, if any) of each Loan Party in each state where organized or qualified to do business.organized; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate and, to the extent not previously delivered to the Administrative Agent, stock powers and or other certificates evidencing the pledged Collateral.Collateral and appropriate transfer powers; (viv) A written opinion Written opinions of counsel for the each Loan PartiesParty, dated the Closing Date Date, each in form and as substance acceptable to the matters set forth in Schedule 6.1.1.Administrative Agent and the Lenders; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, ; (vi) Lien searches for each Loan Party in acceptable scope and with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.acceptable results; (vii) All material consents required to effectuate the transactions contemplated hereby; (viii) [Reserved]; (ix) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized a Senior Officer of Borrower.the Company; (viiix) Evidence that (a) The Existing Credit Agreement shall have been amended and restated at closing and all outstanding obligations thereunder shall be deemed to be Obligations hereunder, and such Obligations shall be allocated to each Lender on the Closing Date in accordance with such Lender's Ratable Share; and the Administrative Agent shall have paid all outstanding amounts owed to any lender under the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower who is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent.not a Lender under this Agreement; (xi) Evidence Satisfactory completion of third-party due diligence, including all environmental due diligence, initiated by the Borrowers as it relates to the transactions contemplated hereby; (xii) The Administrative Agent and each Lender shall have received, in form and substance satisfactory acceptable to the Administrative Agent and its counsel as to each Lender an executed Certificate of Beneficial Ownership for each Foreign Borrower and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xiii) Satisfactory review of the amount and nature of all Taxtax, ERISA, Canadian Pension Plans, Canadian Benefit Plans, employee retirement benefit and all other contingent liabilities to which the Borrower and its Subsidiaries Loan Parties may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement.; and (xiv) Such other documents in connection with Receipt of such transactions information and documentation as may reasonably be requested by the Administrative Agent or its counsel may reasonably request.any Lender from time to time for purposes of compliance by the Administrative Agent and such Lender with applicable laws (including without limitation the USA Patriot Act or other “know your customer” and anti-money laundering rules and regulations and Anti-Terrorism Laws), and any policy or procedure implemented by the Administrative Agent or such Bank to comply therewith

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as certificate of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties Borrower signed by an Authorized Officer, dated as of the Closing Date stating that: (av) the all representations and warranties hereunder of the Borrower set forth in this Agreement are true and correct in all material respects; , (bw) the Loan Parties are Borrower is in compliance with each of the covenants and conditions hereunder; , (cx) no Event of Default or Potential Default exists; and , (dy) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative AgentAgent and (z) the Rating of the Borrower by each Rating Agency (provided that no confirmation by the Rating Agencies shall be required). (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan PartiesBorrower, certifying as appropriate as to: (aA) all action taken by each Loan Party the Borrower in connection with this Agreement and the other Loan Documents; (bB) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (cC) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party the Borrower in each the state where organized or qualified to do business. organized; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral. Officer; (viv) A written opinion of counsel for the Loan PartiesBorrower (which may be in- house counsel with respect to Indiana law), dated the Closing Date and as Date, addressed to the matters set forth in Schedule 6.1.1. Administrative Agent and each Lender; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee. ; (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ixvi) All fees and expenses of the Lenders and the Agent material governmental consents required to be paid by effectuate the Loan Partiestransactions contemplated hereby, including, including without limitation, those fees set forth in the Administrative Agent’s Letter. FERC Order and the IURC Order (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of certification from the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. there are no such consents); (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xivvii) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (av) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , except for representations and warranties which (bA) specifically refer to an earlier date which shall have been true and correct in all material respects as of such earlier date referred to therein, and (B) are qualified by materiality which will be true and correct in all respects, (w) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cx) no Event of Default or Potential Default exists; , (y) the Loan Parties are in compliance with ERISA and applicable labor laws, and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.; (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date in form and as substance acceptable to the matters set forth in Schedule 6.1.1.Administrative Agent and its counsel; (viv) Evidence that adequate insurance insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee insured and lender loss payee.; (viivi) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower.; (vii) The Acquisition Agreement, together with each other document, agreement and instrument relating to the Acquisition, to the extent entered into on or prior to the Closing Date; (viii) Evidence that To the extent any portion of the Acquisition is funded from proceeds of the Revolving Credit Loans on the Closing Date, all material governmental, shareholder and third party consents and approvals (aincluding Hxxx-Xxxxx-Xxxxxx clearance, if required, and all applicable state and local regulatory bodies) necessary to consummate the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released.applicable portion of the Acquisition; (ix) All fees and expenses To the extent any portion of the Lenders and Acquisition is funded from proceeds of the Revolving Credit Loans on the Closing Date, a pro forma five-year projection model in form acceptable to Administrative Agent required to be paid by of the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter.Target; (x) Certification Evidence that no claimthe Leverage Ratio is not greater than 3.00 to 1.00, litigation, suit or other proceeding has been such calculation to be made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed on a pro forma basis after giving effect to the Administrative Agent.Acquisition; (xi) Evidence All material consents, regulatory approvals and licenses required to effectuate the transactions contemplated hereby; (xii) Absence of any legal or regulatory prohibitions or restrictions in form and substance satisfactory connection with the transactions contemplated hereby; (xiii) Absence of any Material Adverse Change from the information previously delivered to the Administrative Agent and its counsel as to in connection with the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject.transactions contemplated hereby; (xiixiv) Financial projections in form and substance reasonably satisfactory to To the Administrative Agent for extent that the period beginning January 1, 2009 and ending Project Cologne Acquisition is funded from proceeds of the Revolving Credit Loans on the Expiration Closing Date., the absence of any “Material Adverse Effect” as defined in the Project Cologne Acquisition Agreement; (xiiixv) A Lien search in acceptable scope and with acceptable results; (xvi) An executed Landlordlandlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) waiver or other lien waiver agreement from the lessor lessor, warehouse operator or other applicable Person for each leased Collateral location as required under the Security Agreement.; (xivxvii) Receipt of the Loan Parties’ most recent audited financial statements, prepared in accordance with GAAP; (xviii) Evidence that any existing credit agreements, and the obligations thereunder have been paid in full and, if applicable, all liens and security interests related thereto shall have been released; (xix) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On Subject to Section 8.1.15 [Post-Closing Requirements], on the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (ax) each of the representations and warranties hereunder of the Loan Parties set forth in Article 6 [Representations and Warranties] of this Agreement are true and correct in all material respects; respects (bwithout duplication of any materiality qualifiers contained therein) the Loan Parties are in compliance with each as of the covenants Closing Date (except representations and conditions hereunder; warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), (cy) no Event of Default or Potential Default exists; , and (dz) since December 31, 2018, no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.occurred; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Domestic Loan Parties, or the equivalent authorized signatory for the Foreign Borrower and Exploit BV (which for the purposes of this sub-clause (ii) shall be included in the definition of Loan Party), certifying as appropriate as to: (a) all action taken the true and complete copy of resolutions duly adopted by each the board of directors of such Loan Party (or its managing general partner, managing member or equivalent) and, if required, shareholders of such Loan Party, authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in connection with this Agreement the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the other Loan DocumentsClosing Date; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with with, to the extent available in the relevant jurisdiction, certificates from the appropriate state officials as to the continued existence and good standing of each such Loan Party in each (i) the state where such Loan Party is organized and (ii) in all other jurisdictions where the property owned or qualified leased by such Loan Party or the nature of the business transacted by it or both makes such licensing or qualification necessary, except as to this clause (ii) where failure to do business.so would not reasonably be expected to result in a Material Adverse Change and (d) to the extent required, a copy of the positive works council advice and the request for advice in relation to each of the Foreign Borrower and Exploit BV; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all to the extent required under applicable requirements of Law, appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.; (viv) A written opinion Written opinions of counsel (including local counsel) for the Loan Parties (or, in relation to the Dutch Pledge Agreements, counsel for the Loan PartiesAdministrative Agent), dated the Closing Date and as to the matters set forth in Schedule 6.1.1.Date; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and insured or lender loss payable special endorsements endorsements, as applicable, attached thereto in form and substance reasonably satisfactory to the Administrative Agent demonstrating compliance with the requirements set forth in Section 8.1.3 [Maintenance of Insurance]; (vi) Uniform Commercial Code financing statements in appropriate form for filing under the Uniform Commercial Code and its counsel naming such other documents under applicable requirements of Law in each jurisdiction as may be necessary or appropriate, or, in the Administrative Agent as additional insuredreasonable opinion of the Collateral Agent, mortgagee desirable to perfect the Liens created, or purported to be created, by the Collateral Documents. All certificates, agreements or instruments representing or evidencing the pledged securities accompanied by instruments of transfer and lender loss payee.stock powers undated and endorsed in blank have been delivered to the Collateral Agent; (vii) A duly completed Compliance Certificate evidencing pro forma compliance with the Financial Covenants as of the last day of the fiscal quarter of Borrower most recently Parent ended prior to the Closing DateMarch 31, 2019, signed by an Authorized Officer of Borrower.Parent; (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid Lien searches in acceptable scope and (c) all Liens securing such Existing Credit Obligations have been released.with acceptable results; (ix) All fees A perfection certificate, in form and expenses of the Lenders and the Agent required substance reasonably acceptable to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter., executed and delivered on behalf of the Loan Parties by an Authorized Officer of each Loan Party; (x) Certification that no claimEvidence, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as Agent, that since December 31, 2018 there shall not have occurred any change, development or event that has or would reasonably be expected to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject.cause a Material Adverse Change; and (xiixi) Financial Pro forma projections in form (including a pro forma closing balance sheet, pro forma statements of operations and substance reasonably satisfactory to the Administrative Agent cash flow) for the period beginning January 1fiscal years 2019 through 2023, 2009 and ending on including assumptions used in preparing the Expiration Dateforecast financial statements. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent Lender shall have received each of the following in form and substance reasonably satisfactory to the Administrative AgentLender: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized OfficerOfficer of each Borrower, dated the Closing Date stating that: that (ax) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects as of the Closing Date, except to the extent such representations and warranties are modified by “materiality” or “Material Adverse Change” or words of similar import, in which case they are true and correct in all respects; , (bw) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cx) no Potential Default or Event of Default or Potential Default exists; , and (dy) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.February 2, 2013; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized organized, or qualified to do business.alternatively downdate certificates since the date of the certificate provided in respect of the Existing Loan Agreement; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer of each Loan Party and all appropriate financing statements and appropriate stock powers and certificates and other documents, instruments and agreements evidencing the pledged Collateral., and evidence of filing of all Collateral Documents as may be necessary to reflect valid and perfected first priority Liens in the Collateral; (viv) A written opinion of each of Xxxxxx Xxxxxx Xxxxxx & Xxxxxx LLP counsel for the Loan Parties, each dated as of the Closing Date and opining as to the matters set forth in Schedule 6.1.1.; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent Lender and its counsel naming the Administrative Agent Lender as additional insured, mortgagee insured and lender loss payee.; (viivi) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower DSW most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower.DSW; (vii) All material consents required to effectuate the transactions contemplated hereby; (viii) Evidence that (a) the Existing Credit Loan Agreement has been amended and restated by this Agreement and all rights thereunder have been terminated, (b) all Existing Credit Obligations outstanding obligations thereunder have been paid paid, and (c) all Liens securing such the obligations under the Existing Credit Obligations Loan Agreement have been released.; (ix) All fees and expenses Results of searches or other evidence reasonably satisfactory to the Lenders and Lender (in each case dated as of a date reasonably satisfactory to the Agent required to be paid by Lender) indicating the absence of Liens on the assets of the Loan Parties, including, without limitation, those fees set forth in except for Permitted Liens and Liens for which termination statements and releases reasonably satisfactory to the Administrative Agent’s Letter.Lender are being tendered concurrently with such extension of credit or other arrangements reasonably satisfactory to the Lender for the delivery of such termination statements and releases have been made; (x) Certification that no claim, litigation, suit An executed Collateral Access Agreement or other proceeding has been made in writing against Borrower whichlien waiver agreement from the lessor, in the opinion of the Borrower is in an amount in excess of $2,000,000 or other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent applicable Person for the period beginning January 1, 2009 fulfillment center and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location main distribution center as required under the Security Agreement.; (xivxi) Receipt of a closing fee in the amount set forth in the Fee Letter; and (xii) Such other documents documents, instruments and agreements in connection with such transactions as the Administrative Agent Lender or its counsel may reasonably request.

Deliveries. (a) On the Closing Date, the Administrative Agent Company shall have received deliver or cause to be delivered to each of Värde Party the following in form and substance satisfactory to the Administrative Agentfollowing: (i) A Borrowing Base evidence of the number of shares of the Exchanged Shares issued to such Värde Party having been issued in book-entry form to such Värde Party; (ii) evidence that the A&R Series C Certificate prepared of Designation has been filed with, and accepted by, the Secretary of State of the State of Nevada; (iii) evidence that the A&R Series D Certificate of Designation has been filed with, and accepted by, the Secretary of State of the State of Nevada; (iv) evidence that the Series E Certificate of Designation has been filed with, and accepted by, the Secretary of State of the State of Nevada; (v) evidence that the Series F Certificate of Designation has been filed with, and accepted by, the Secretary of State of the State of Nevada; (vi) the Registration Rights Agreement duly executed by the Company; (vii) the Payoff Letter duly executed by the Company and the other parties thereto (other than the Värde Parties); (viii) evidence that a number of Underlying Shares at least equal to the Required Minimum has been reserved by the Company and approved, subject to official notice of issuance, for listing on the NYSE American; (ix) evidence that the Exchanged Common Shares have been approved, subject to official notice of issuance, for listing on the NYSE American; (x) to the extent not previously delivered to the Värde Parties, the RBL Amendment duly executed by the Company and the other parties thereto; (xi) a certificate of the Company’s Secretary or another authorized officer of the Company, dated as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under certifying (A) the Revolving Credit CommitmentsArticles of Incorporation and bylaws, after giving as then in effect to and attached thereto, (B) the Loans to be made on resolutions adopted by the Closing Date and consummation Board of Directors authorizing the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: (a) the representations and warranties hereunder are true and correct in all material respects; (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder; (c) no Event of Default or Potential Default exists; hereby and (dC) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent. (iii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence signatures and good standing authority of each Loan Party the Persons signing the Transaction Documents and related documents on behalf of the Company; (xii) a certificate of the Company signed on behalf of the Company by an executive officer and dated as of the Closing Date, certifying that the conditions in each state where organized or qualified to do business. Section 2.4(b) (other than clause (iv) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.thereof) have been satisfied; (vxiii) A written an opinion of counsel for from Xxxxxxxxx LLP, in substantially the Loan Partiesform attached hereto as Exhibit G, dated the Closing Date and as which shall be addressed to the matters set forth in Schedule 6.1.1. (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force Värde Parties and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee. (vii) A duly completed Compliance Certificate dated as of the last day Closing Date; (xiv) an opinion of Nevada counsel, in substantially the form attached hereto as Exhibit H, which shall be addressed to the Värde Parties and dated as of the fiscal quarter Closing Date; (xv) payment of Borrower most recently ended the Värde Parties’ Transaction Expense Amount, payable by wire transfer of immediately available funds to the accounts designated by the Värde Parties prior to the Closing Date, signed ; and (xvi) evidence that the Payoff Amount (as defined in the Payoff Letter) has been received by an Authorized Officer of Borrowerthe applicable parties to which such amount is owed. (viiib) Evidence that On the Closing Date, each Värde Party shall deliver or cause to be delivered to the Company the following: (ai) the Existing Credit Registration Rights Agreement has been terminatedduly executed by such Värde Parties; (ii) the Payoff Letter duly acknowledged by such Värde Parties and the other lenders party thereto; (iii) a certificate of such Värde Party signed on behalf of such Värde Party by a duly authorized Person and dated as of the Closing Date, certifying that the conditions in Section 2.4(c) (bother than clause (iii) all Existing Credit Obligations thereof) have been paid and (c) all Liens securing such Existing Credit Obligations have been released.satisfied; and (ixiv) All fees and expenses a cross-receipt, duly executed by such Värde Party, acknowledging such Värde Party’s receipt of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees number of Exchanged Shares set forth in the Administrative Agentopposite such Värde Party’s Lettername on Schedule I hereto. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. (i) On the Closing Date, the Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral, including a pledge of all of the equity in Hourglass Sands and High Point. (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.17.1.1. (viv) Evidence that adequate insurance insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee, and evidence that the Loan Parties have taken all actions required under the Flood Laws and/or requested by the Administrative Agent to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing the Administrative Agent with the address and/or GPS coordinates of each structure on any real property that will be subject to a mortgage in favor of the Administrative Agent, for the benefit of the Lenders, and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral. (vi) All material consents, approvals and licenses required to effectuate the transactions contemplated hereby. (vii) A duly completed Compliance Certificate as All lessor consents allowing for, among other things, a Lien to be obtained upon any lease of the last day Borrower of the fiscal quarter Real Property, from the lessors of Borrower most recently ended prior such lease, as required by the Administrative Agent, in its sole discretion, to have such consents, which such consents shall be in form and substance acceptable to the Closing Date, signed by an Authorized Officer of BorrowerAdministrative Agent (the “Lessor Consents”). (viii) Evidence that To permit the refinancing by the Lenders of the loans outstanding under the 2014 Credit Agreement, (a1) the Existing Borrower shall request Loans in an amount sufficient to refinance the loans under the 2014 Credit Agreement has been terminatedby delivering to the Administrative Agent an appropriately completed irrevocable Loan Request not later than 11:00 a.m., on the first Borrowing Date (bwhich shall be the Closing Date) all Existing Credit Obligations have been paid pursuant to which Loans (to which the Base Rate Option applies) are requested; and (c2) contemporaneously with the execution and effectiveness of this Agreement and utilizing a portion of the proceeds of the Loans, the Borrower shall pay in full all Liens securing amounts outstanding under the 2014 Credit Agreement, including all unpaid principal, interest, breakage fees and all other fees and charges thereunder in order to accomplish the amendment and restatement thereof as of the Closing Date. Each Lender that was a bank under the 2014 Credit Agreement, by execution of this Agreement, waives all notice of prepayment of loans and all notice of termination of the commitments under the 2014 Credit Agreement, and consents to such Existing Credit Obligations have been releasedtermination and prepayment. In the event that the Borrower submits a Loan Request hereunder, then the Borrower agrees to indemnify the Lenders for any and all liabilities, losses, or expenses arising therefrom in accordance with the standards set forth in Section 5.10 [Indemnity], regardless of whether this Agreement has become effective. (ix) All fees A Lien search in acceptable scope and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letterwith acceptable results. (x) Certification Evidence that no claimafter giving effect to the transactions contemplated by the Loan Documents, litigation, suit the Borrower has a sufficient mine bonding capacity (or other proceeding has been made security available for the issuance of permits, including without limitation, letters of credit) to conduct its operations as contemplated in writing against Borrower which, in accordance with the opinion financial projections of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed and its Subsidiaries provided to the Administrative Agent. (xi) Evidence that all of Required Mining Permits with respect to the Loan Parties are in full force and effect in accordance with their terms. (xii) Audited financial statements of Borrower for the fiscal year ended December 31, 2017, prepared in accordance with GAAP and consolidating schedules for the balance sheet, statement of income, retained earnings and cash flow of the Borrower certified (subject to normal year-end audit adjustments and without footnotes) by the Chief Executive Officer, President or Chief Financial Officer of the Borrower as having been prepared in accordance with GAAP, all as more fully described in Section 8.3.2 [Annual Financial Statements]. (xiii) The projected pro-forma financial projections (including balance sheets and statements of operations and cash flows) of the Borrower for each fiscal year from 2018 through 2021, which shall be satisfactory to the Administrative Agent (including all assumptions). (xiv) Completion of all necessary FEMA flood zone diligence requirements. (xv) Satisfactory completion and receipt of all third-party due diligence items, including, but not limited to the Energy Ventures Market Study, each in form and substance satisfactory to the Administrative Agent. (xvi) An Authorized Officer of each Loan Party, acting in their capacities as such officers, shall have delivered a certificate in form and substance satisfactory to the Administrative Agent and its counsel as to the capital adequacy and solvency of each Loan Party after giving effect to the transactions contemplated hereby. (xvii) A review of the amount and nature of all Taxtax, ERISA, employee retirement benefit benefit, environmental and all other contingent liabilities to which the Borrower and its Subsidiaries Loan Parties may be subject. (xiixviii) Financial projections The Administrative Agent and each Lender shall have received, in form and substance reasonably satisfactory acceptable to the Administrative Agent for and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the period beginning January 1, 2009 and ending on the Expiration DateUSA Patriot Act. (xiiixix) An executed Landlord’s Waiver A duly completed Compliance Certificate dated as of the Closing Date pursuant to which Borrower certifies that it shall be in substantially compliance on a Pro Forma Basis with the form covenants contained in Section 8.2.15 [Minimum Debt Service Coverage Ratio] and Section 8.2.16 [Maximum Leverage Ratio] upon the closing and funding of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security AgreementLoans hereunder. (xivxx) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On Holdings and the Closing Date, the Administrative Agent Company shall have received each of delivered the following in form to Parent and substance satisfactory to the Administrative AgentMerger Sub: (i) A Borrowing Base Certificate prepared as copies of resolutions duly adopted by the Board of Directors of Holdings and the Stockholders and the resolutions of the last Business Day Board of Directors of the month immediately preceding Company authorizing and approving the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby., Holdings’ and the Company’s execution and delivery of this Agreement and Holdings’ and the Company’s execution and delivery of the other documents described herein, certified as true, complete and in full force and effect as of Closing by appropriate officers of Holdings and the Company; (ii) A a copy of Holdings’, the Company’s and each Subsidiary’s certificate of each incorporation (or similar organizational document), including all amendments to date, certified on or within ten (10) days prior to the Closing Date by the Secretary of State of the Loan Parties signed by an Authorized OfficerState (or other appropriate Governmental Entity) of its jurisdiction of organization; (iii) a certificate of the secretary of Holdings, the Company and each Subsidiary, dated the Closing Date stating that: (a) the representations and warranties hereunder are true and correct in all material respects; (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent. (iii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iv) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral. (v) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1. (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee. (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to Parent, as to (i) no amendments to the Administrative Agent certificate of incorporation (or similar organizational document) of Holdings, the Company or the Subsidiary since the date specified in the certificate of incorporation (or similar organizational document) of Holdings, the Company and the Subsidiaries delivered pursuant to Section 7.02(g)(iii), other than any amendments delivered therewith and (ii) a true and correct copy of the current bylaws, operating agreement or similar organizational document of Holdings, the Company or the Subsidiary as applicable; (iv) one or more certificates of incumbency of the respective officers of Holdings, the Company Evercore Capital II, Evercore Inc. and Management Group, executing the Acquisition Documents, dated as of the Closing Date; (v) evidence of the payoff letters, release of Encumbrances and repayment of Funded Indebtedness in accordance with Section 5.02; (vi) evidence that the insurance policies required by Section 5.03 have been issued and are in effect; (vii) evidence that Holdings, the Company and the Subsidiaries have terminated the 401(k) Plan, the ESOP, to the extent not already terminated, and any other Employee Benefit Plan intended to be qualified under Code §401(a) or §403(a); (viii) copies of the Plan Termination Notices and a certificate from a duly authorized officer of Holdings that the Plan Termination Notices were delivered in accordance with Section 5.06(b), which such notice sets forth the date when the notice period for such Plan Termination Notice will expire, all in a form and substance acceptable to Parent; (ix) a letter duly executed by Xxxxxxx X. Xxxx acknowledging that he is no longer entitled to payments under the period beginning January 1Xxxxxxxxx, 2009 and ending on the Expiration DateInc. Executive Bonus Plan (March 2008). (xiiix) An executed Landlord’s Waiver in substantially such other documents and instruments as may be reasonably necessary to consummate the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security transactions contemplated by this Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as certificate of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties Company signed by an Authorized OfficerOfficer of the Company, dated the Closing Date stating that: that (aA) the all representations and warranties hereunder of the Borrowers set forth in this Agreement are true and correct in all material respects; , (bB) the Loan Parties Borrowers are in compliance with each of the covenants and conditions hereunder; , (cC) no Event of Default or Potential Default exists; exists and (dD) there is no litigation or proceedings of which it is aware before any courts, arbitrators or governmental or regulatory agencies affecting the Company or any of its Consolidated Subsidiaries which could reasonably be expected to have a Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.Effect; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary or Director of each of the Loan PartiesBorrowers, certifying as appropriate as to: (a) all action taken by each Loan Party Borrower in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing (or foreign jurisdictional equivalent in each jurisdiction where such certification is required) of each Loan Party Borrower in each state where organized or qualified to do business.; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.Officer; (viv) A written opinion Opinions of counsel for each of the Loan PartiesBorrowers, dated the Closing Date and as to the matters set forth in Schedule 6.1.1. (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effectDate, with additional insured, mortgagee and lender loss payable special endorsements attached thereto each in form and substance satisfactory acceptable to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.Lenders; (viiv) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower Company most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower.the Company; (viiivi) Evidence that (a) the Existing Credit Agreement dated as of January 5, 2011, among the Borrowers, the other foreign borrowers a party thereto, the lenders a party thereto and PNC, as administrative agent, has been terminated, (b) and all Existing Credit Obligations outstanding obligations thereunder have been paid and (c) all Liens securing such Existing Credit Obligations obligations have been released.; (ixvii) All fees A completed and expenses of executed Loan Request from the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver Borrowers in substantially the form of Exhibit 6.1.1(xiii) 2.5.1 and, if applicable, Swing Loan Request from the lessor for each leased Collateral location required under Borrowers in substantially the Security Agreement.form of Exhibit 2.5.2; and (xivviii) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request, including all information required under applicable “Know-Your-Customer” and anti-money laundering rules and regulations, including the U.S. PATRIOT Act.

Deliveries. On the Closing DateFunding Date (or at such other time as provided in this Section 7.2), the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A a certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Funding Date stating that: that (a) the representations and warranties hereunder are true and correct in all material respects; (bA) the Loan Parties are in compliance with each of the covenants and conditions hereunder; hereunder and under the Loan Documents, (c) no Event of Default or Potential Default exists; and (dB) no Material Adverse Change has occurred since December 31, 2020 (and the date Administrative Agent and Required Lenders shall not have otherwise determined), (C) there is no action, suit, investigation or proceeding pending, or to the knowledge of the last audited financial statements of Borrower, threatened in any court or before any arbitrator or Official Body that would reasonably be expected to have or result in a Material Adverse Change, and (D) the Borrower delivered to the Administrative Agent.conditions stated in this Section 7.2 and Section 7.3 have been satisfied; (iiiii) A a certificate dated the Closing Funding Date and signed by the Secretary an Authorized Officer or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (aA) all action taken by each Loan Party in connection with to validly authorize, duly execute and deliver this Agreement and the other Loan DocumentsDocuments and attaching copies of such resolution or other corporate or organizational action; (bB) the names names, authority and capacity of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (cC) copies of its organizational documents as in effect on the Closing Funding Date, to the extent applicable, certified as of a sufficiently recent date prior to the Funding Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued existence and valid existence, good standing and qualification to engage in its business of each Loan Party in the state of its organization; (iii) to the extent not delivered on the Funding Date, each state where organized or qualified to do business.of the Loan Documents duly executed by the parties thereto; (iv) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral. (vwritten opinion(s) A written opinion of counsel for the Loan Parties, dated the Closing Funding Date and as in form and substance satisfactory to the matters set forth in Schedule 6.1.1.Administrative Agent; (viv) Evidence on or prior to the Funding Date, certificates of insurance evidencing that adequate insurance insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with the Administrative Agent indicated as additional insured, mortgagee insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent payable, as additional insured, mortgagee and lender loss payee.applicable; (viivi) A a duly completed Compliance Certificate as of the last day of the fiscal quarter Fiscal Quarter of Borrower Holdings most recently ended prior to the Closing Funding Date, signed by an Authorized Officer of the Borrower, together with reasonably detailed calculations attached thereto demonstrating that, after giving effect to the incurrence of Loans on the Funding Date and the Transactions on a Pro Forma Basis, (A) the Consolidated Total Net Leverage Ratio does not exceed 3.20 to 1.00 and (B); the Loan Parties are in compliance with Section 9.12. (vii) all material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such Loan Party, certified by an Authorized Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations Indebtedness not permitted under Section 9.1 shall have been paid in full and (c) that all necessary termination statements, release statements and other releases in connection with all Liens securing such Existing Credit Obligations (other than Permitted Liens) have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit filed or other proceeding has satisfactory arrangements have been made in writing against Borrower whichfor such filing (including payoff letters, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Taxif applicable, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent); (ix) receipt by the Administrative Agent of the following: (A) searches of Uniform Commercial Code filings in the jurisdiction of formation of each Loan Party; (B) Uniform Commercial Code financing statements for each appropriate jurisdiction as is necessary, in the period beginning January 1Administrative Agent’s reasonable discretion, 2009 to perfect the Administrative Agent’s security interest in the Collateral; (C) subject to Section 8.14(b), all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Security Agreement or any other pledge agreement, together with duly executed in blank, undated stock powers attached thereto (unless, with respect to the pledged Equity Interests of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the Law of the jurisdiction of organization of such Person); (D) searches of ownership of, and ending on Liens on, United States registered intellectual property owned by each Loan Party in the Expiration Dateappropriate governmental offices; and (E) duly executed notices of grant of security interest in the form required by any security agreement as are necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the United States registered intellectual property owned by the Loan Parties (if and to the extent perfection may be achieved in the United States Patent and Trademark Office or the United States Copyright Office by such filings). (x) a certificate of an Authorized Officer of the Borrower as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) the Statements and the Projections; (xii) [reserved]; (xiii) An the Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Landlord’s Waiver Certificate of Beneficial Ownership and such other documentation and other information requested in substantially connection with applicable “know your customer” and anti-money laundering rules and regulations, including the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement.USA PATRIOT Act; (xiv) Such such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On (a) At Closing, the Company shall deliver the following documents to YAP and CHUA: (i) the certificates in the names and denominations as stated in Schedule 2.1(or in the names and denominations as may be designated by those persons named as stated in Schedule 2.1) representing three million (3,000,000) shares of the Company Common Stock, representing 3/7th of the Exchange Consideration, and a certificate, dated the Closing Date (hereinafter referred to as the “Shares Withholding Certificate”), of an officer of the Company setting forth that four million (4,000,000) shares of the Company Common Stock have been issued to YAP and CHUA (hereinafter referred to as the “Withholding Shares”), representing 4/7th of the Exchange Consideration, and that the Company shall undertake to release and deliver to YAP and CHUA in the proportion as set out in Schedule 2.1 herein, within thirty (30) days from the date of filing each 10QSB Periodical Quarterly Report or at the end of two (2) months from the end of each calendar quarter, whichever is the sooner, for up to twenty (20) quarters commencing from the quarter ending immediately after the Closing date, an aggregate of one hundred thousand (100,000) shares of the Withholding Shares for every ten thousand United State Dollars (US$10,000) equivalent of cumulative quarterly pre-tax profit generated by SMSBIZ as certified by the appointed auditor, failing whom, the Chief Financial Officer, of the Company, subject to SMSBIZ not having any outstanding receivables that were recorded in the financial statement as at December 31, 2007, and that should there remain any share of the Withholding Shares unreleased and undelivered by the end of twenty one (21) quarters from the Closing Date, the Administrative Agent Company shall have received each be entitled to repurchase from YAP and CHUA all of the unreleased and undelivered Withholding Shares for a consideration of US$0.001 per share; (ii) certificates, dated the Closing Date, of an officer of the Company setting forth that authorizing resolutions were adopted by the Company’s Board of Directors approving the terms and conditions of this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby; and (iii) the certificate referred to in Section 6.3(d); and (b) At Closing, SMSBIZ, YAP and CHUA shall deliver the following in form and substance satisfactory documents to the Administrative AgentCompany: (i) A Borrowing Base Certificate prepared the certificates representing 100% of the outstanding SMSBIZ Shares to be delivered to the Company duly endorsed by all the directors of SMSBIZ together with share transfer forms duly executed by YAP and CHUA stating the name of the transferee that may be informed by the Company to YAP and CHUA prior to the Closing; (ii) a certificate each from the Registrar of Companies of Malaysia, certified by the Company Secretary of SMSBIZ, as of a recent date, as to the last Business Day good standing of the month immediately preceding company and its wholly owned subsidiary and certifying its Memorandum and Articles of Association; (iii) certificates, dated the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate Company Secretary of each SMSBIZ setting forth that authorizing resolutions were adopted by SMSBIZ’s Board of Directors approving the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: (a) the representations and warranties hereunder are true and correct in all material respects; (b) the Loan Parties are in compliance with each of the covenants terms and conditions hereunder; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent. (iii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documentsdocuments contemplated hereby and the transactions contemplated hereby and thereby; (biv) the names of Financial Statements; (v) the Authorized Officers authorized certificates referred to sign the Loan Documents and their true signaturesin Section 6.4(d); and (cvi) copies the Confidentiality and Non-compete Agreement executed by YAP and CHUA, respectively; (vii) a resolution signed by all the directors of its organizational documents SMSBIZ as in effect on at the Closing Date certified by appointing Xxxx Xxxx Xxxxx, Low Xxx Xxxx and Xx Xxxx Kau as directors of SMSBIZ; (viii) the appropriate state official where such documents are filed in signed copy of a state office together with certificates 3-year employment contract for CHUA to provide her service as Manager-Operations of SMSBIZ commencing from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iv) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral. (v) A written opinion of counsel for the Loan Parties, dated the Closing Date at a base salary of RM5,000 per month; and as to the matters set forth in Schedule 6.1.1. (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee. (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses the duplicate copy of the Lenders Shares Withholding Certificate signed by YAP and CHUA, acknowledging and agreeing to the Agent required to be paid by the Loan Parties, including, without limitation, those fees contents as set forth in the Administrative Agent’s LetterShares Withholding Certificate. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as certificate of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties Parent signed by an Authorized OfficerOfficer of the Parent, dated the Closing Date stating that: that (a) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement and the other Loan Documents are true and correct in all material respects; correct, (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder; (c) no Event of Default or Potential Default exists; exists and (dc) no Material Adverse Change has shall have occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.December 31, 2015; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary Authorized Officer of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each its state where organized or qualified to do business.of organization; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.Officer; (viv) A written opinion Written opinion(s) of counsel for the Loan Parties, dated the Closing Date for the benefit of the Administrative Agent and as to the matters set forth in Schedule 6.1.1.each Lender; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee. (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date.Agent; (xiiivi) An executed Landlord’s Waiver Lien searches in acceptable scope and with results to the reasonable satisfaction of the Administrative Agent; (vii) Evidence that all Indebtedness not permitted under Section 8.2.1 [Indebtedness] shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (viii) The Statements and the Projections; (ix) A certificate prepared as of the Closing Date in substantially the form of Exhibit 6.1.1(xiii7.1.1(A) from (the lessor for “Closing Compliance Certificate”), signed by an Authorized Officer of the Parent; (x) A certificate of an Authorized Officer of the Parent in the form of Exhibit 7.1.1(B) hereto as to the Solvency of each leased Collateral location of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) All material consents required to effectuate the transactions contemplated hereby; (xii) Copies of all intercompany instruments and leases reflecting legend required by the terms of the Intercompany Subordination Agreement; (xiii) All documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Security Agreement.USA Patriot Act; and (xiv) Such other documents in connection with such transactions as the Administrative Agent or its said counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (iia) A certificate of each of the Loan Parties Borrower signed by an Authorized Officer, dated the Closing Date stating that: that (ai) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (bii) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , and (ciii) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiib) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary (or, in each case, equivalent officer otherwise named) of each of the Loan Parties, certifying as appropriate as to: (ai) all action taken by each such Loan Party in connection with this Agreement and the other Loan DocumentsDocuments (including copies of signed resolutions to the extent customary under local Law); (bii) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (ciii) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state public official of the jurisdiction where such documents are filed in a state office Loan Party is organized, together with certificates from the appropriate state public officials as to the continued existence and good standing (or equivalent term otherwise named) of each Loan Party in each state jurisdiction where such Loan Party is organized or qualified to do business.; provided that, in respect of Guarantors that are Spanish Persons, an online excerpt (“nota simple online”) issued by the relevant commercial registry, copies of their online bylaws and copies of their constitutional documents shall be sufficient; (ivc) This Agreement and each of the other Loan Documents signed by an Authorized Officer (and where reasonably deemed necessary or appropriate by the Administrative Agent, notarized in accordance with Laws applicable to the Loan Parties and agreements entered into by them) and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.; (vd) A written opinion of counsel for the Loan PartiesParties or, as applicable, counsel for the Administrative Agent, covering customary subjects, dated the Closing Date and reasonably satisfactory to the Administrative Agent in form and substance, as to the matters set forth in Schedule 6.1.1.7.1.1; (vie) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.; (viif) A duly completed Compliance Certificate Certificate, and information relating to the Aggregate Sales Percentage, the Aggregate Asset Percentage, and the Aggregate EBITDA Percentage described in clause (ii) of Section 8.3.3 [Certificates of the Borrower], in each case as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of the Borrower.; (viiig) Evidence that other consents, if any, required to consummate the transactions contemplated hereby as of the Closing Date have been obtained; (ah) Evidence that the Existing Credit Agreement has been terminated, (b) and all Existing Credit Obligations outstanding Indebtedness and other obligations thereunder have been paid and satisfied in full (c) other than reimbursement obligations in respect of the Existing Letters of Credit; provided that letter of credit issuance and risk participation fees thereunder, other than fees due upon presentation of drafts, shall have been paid in full), and all Liens securing such Existing Credit Obligations obligations have been released.; (ixi) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter.[Reserved]; (xj) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed At least five (5) Business Days prior to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature Closing Date, interim consolidated financial statements of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject.for the fiscal year-to-date period ending September 30, 2017, including comparable periods in the fiscal year ending December 31, 2016; (xiik) Financial A perfection certificate from each Loan Party that is a US Subsidiary (and from each Loan Party that is not a US Person such similar information regarding such Loan Party and its assets as the Administrative Agent may reasonably request) and evidence that all Liens in the Collateral pursuant to the Security Agreements, the Pledge Agreements, the Patent, Trademark and Copyright Security Agreement, and other Loan Documents upon, as applicable, the taking of possession of Collateral or the making of appropriate filings will be perfected and have the priority required under the Loan Documents, including Lien searches in acceptable scope and with acceptable results; (l) [Reserved]; (m) Pro forma projections (including a pro forma closing balance sheet, pro forma statements of operations and cash flow) for the fiscal years 2018 through 2022, (including assumptions used in form and substance preparing the forecast financial statements) that are reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 in form and ending on the Expiration Date.content; (xiiin) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement.[Reserved]; (xivo) [Reserved]; (p) At least five (5) Business Days prior to the Closing Date, information required by each Lender to comply with the USA PATRIOT Act, other Anti- Terrorism Laws, and other ‘know your customer’ requirements, in each case requested in writing prior to the seventh (7th) Business Day prior to the Closing Date; and (q) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; , (bx) the Loan Parties are in compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.; (viv) A written opinion of outside legal counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.7.1.1; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee insured and lender loss payee.; (viivi) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower.; (vii) All material consents and regulatory approvals and licenses necessary to effectuate the transactions contemplated hereby shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions; (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid A Lien search in acceptable scope and (c) all Liens securing such Existing Credit Obligations have been released. with acceptable results; (ix) All fees Unless an exemption otherwise applies, an executed Certificate of Beneficial Ownership in form and expenses of the Lenders and the Agent required substance acceptable to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. Agent and each Lender, and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (x) Certification that no claimFor the acquisition of Galvanize, litigationInc., suit copies of any agreements entered into by any Loan Party in connection with such Permitted Acquisition and any other documents or other proceeding has been made certificates as necessary for the Loan Parties to be in writing against Borrower whichcompliance with Section 8.2.6 [Liquidations, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. Mergers, Consolidations, Acquisitions]; (xi) Evidence Pro forma projections for the fiscal years 2020 through 2025, all of which shall be in form and substance satisfactory to the Administrative Agent Agent; and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects; respects (bor in all respects with regard to representations and warranties qualified by materiality), (x) the Loan Parties are in DMEAST #35945034 v12 69 compliance with each of the covenants and conditions hereunder; , (cy) no Event of Default or Potential Default exists; , and (dz) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower Parent delivered to the Administrative Agent.; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.organized; (iviii) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.of each Loan Party party thereto; (viv) A written opinion of counsel for the Loan Parties, dated the Closing Date Date, in form and as substance reasonably satisfactory to the matters set forth in Schedule 6.1.1.Administrative Agent and its counsel; (viv) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.; (viivi) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower the Parent most recently ended prior to the Closing DateDate for which financial statements are available, signed by an Authorized Officer of Borrower.the Parent, demonstrating compliance with the financial covenants herein; (vii) Quarterly financial statements for the most recently completed fiscal quarter of the Parent for which such statements are available (and if the financial statements for the fiscal quarter ending September 30, 2018 are not available, financial statements for the month ending August 31, 2018), all in reasonable detail and certified by an Authorized Officer of the Parent; (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released.Reserved; (ix) All fees material consents, regulatory approvals and expenses of the Lenders and the Agent licenses required to be paid by effectuate, and confirmation of an absence of any legal or regulatory prohibition with respect to, the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter.transactions contemplated hereby; (x) Certification Evidence that no claim, litigation, suit or other proceeding each of the Credit Facilities described on Schedule 7.1.1(x) has been made in writing against Borrower whichterminated, in and all outstanding obligations thereunder have been paid and all Liens (if any) securing such obligations have been released; (xi) Such Uniform Commercial Code and tax searches as shall be requested by the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed Administrative Agent, with results reasonably acceptable to the Administrative Agent.; DMEAST #35945034 v12 70 (xixii) Evidence To the extent required under applicable law, an executed Certificate of Beneficial Ownership for each Borrower, in form and substance satisfactory acceptable to the Administrative Agent and its counsel as to the amount each Lender, and nature of all Tax, ERISA, employee retirement benefit such other documentation and other contingent liabilities to which information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration DateUSA Patriot Act. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. (a) On or prior to the Closing Date (except as noted), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a Principal Amount equal to the amount set forth opposite such Purchaser’s name in column (2) on the Schedule of Purchasers attached hereto, registered in the name of the Purchaser, which Note shall become convertible upon the Company’s receipt of Exchange Approval in addition to the fulfillment of the other conditions for such Note to become convertible set forth in the Transaction Documents; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) no later than ten (10) days after the Closing Date, the Administrative Agent shall have received each Voting Agreement of the following holders of the Company’s outstanding Series B Preferred Stock, in the form attached hereto as Exhibit E (the “Voting Agreement”), which agreement shall not be revoked after the date hereof, which the Company shall use in furtherance of authorizing the sale and substance satisfactory to issuance of the Administrative Agent:Securities in excess of the Exchange Cap. (iv) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding no later than ten (10) days after the Closing Date, showing total unused availability under the Revolving Credit CommitmentsTransfer Agent Instruction Letter, duly executed by the Company and the Transfer Agent; (vi) no later than ten (10) days after giving effect to the Loans to be made on the Closing Date Date, the opinion of Sichenzia Xxxx Xxxxxxx Xxxxxx LLP, the Company’s counsel; (vii) no later than ten (10) days after the Closing Date, a certificate evidencing the formation and consummation good standing of the transactions contemplated hereby. (ii) A certificate of Company and each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: (a) the representations and warranties hereunder are true and correct its Subsidiaries in all material respects; (b) the Loan Parties are in compliance with each such entity’s jurisdiction of the covenants and conditions hereunder; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent. (iii) A certificate dated the Closing Date and signed formation issued by the Secretary of State (or an Assistant comparable office) of such jurisdiction of formation as of a date no later than ten (10) days of the Closing Date; (viii) no later than ten (10) days after the Closing Date, a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction, if any, in which the Company conducts business and is required to so qualify, as of a date no later than ten (10) days of the Loan PartiesClosing Date; (ix) no later than ten (10) days after the Closing Date, certifying a certified copy of the Company’s certificate of incorporation, as appropriate certified by the Secretary of State of Delaware no later than ten (10) days after the Closing Date; (x) a duly executed copy of the Amendment Agreement; (xi) a certificate executed by the Secretary of the Company and dated as to: of the Closing Date, as to (ai) all action taken the resolutions, as adopted by each Loan Party the Board of Directors in connection with a form reasonably acceptable to the Purchasers, approving (A) the entering into and performance of this Agreement and the other Loan Documents; Transaction Documents and the issuance, offering and sale of the Securities and (bB) the names performance of the Authorized Officers authorized to sign Company and each of its Subsidiaries of their respective obligations under the Loan Transaction Documents and their true signatures; contemplated therein, (ii) the Company’s certificate of incorporation and (ciii) copies of its organizational documents the Company’s bylaws, each as in effect on at the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iv) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral. (v) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1. (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee. (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject.Closing; and (xii) Financial projections in form and substance reasonably satisfactory such other documents, instruments or certificates relating to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with transactions contemplated by this Agreement as such transactions as the Administrative Agent Purchaser or its counsel may reasonably request. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement, duly executed by the Purchaser; (ii) the Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; (iii) a duly executed copy of the Amendment Agreement; and (iv) the Registration Rights Agreement, duly executed by the Purchaser.

Deliveries. On the Closing Date, the Administrative Agent Seller shall have received delivered to Buyer each of the following in form and substance satisfactory to the Administrative Agentfollowing: (i) A Borrowing Base Certificate prepared (x) an executed 280G Waiver from each 280G Individual, and (y) evidence that a vote of the Persons who are entitled to vote on the 280G Payments was obtained with respect to all 280G Individuals in compliance with the 280G Voting Rules and that either (1) the requisite number of stockholder votes was obtained with respect to the 280G Payments subject to waiver under the 280G Waivers (the “280G Approval”), or (2) the 280G Approval was not obtained, and, as a consequence, the 280G Payments subject to waiver under the 280G Waivers shall not be made or provided; (ii) a copy of the Escrow Agreement duly executed by Lender and the Escrow Agent; (iii) a certificate of Seller, executed on its behalf by a duly authorized officer thereof, dated as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability stating that the conditions specified in Section 8.01(a)-Section 8.01(c) have been satisfied with respect to Seller; (iv) certificates of good standing, if applicable, for the Company and each of its Subsidiaries organized within the United States, in each case dated no later than ten (10) Business Days prior to Closing; (v) a non-foreign affidavit dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Revolving Credit Commitments, after giving effect Treasury Regulations issued pursuant to the Loans to be made on the Closing Date and consummation Sections 1445 of the transactions contemplated hereby.Code stating that Seller is not a “foreign person” as defined in Section 1445 of the Code; and (iivi) A certificate a certified copy of each resolutions duly adopted by Seller’s board of managers authorizing the Loan Parties signed execution, delivery and performance by an Authorized Officer, dated the Closing Date stating that: (a) the representations and warranties hereunder are true and correct in all material respects; (b) the Loan Parties are in compliance with each Seller of the covenants and conditions hereunder; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent. (iii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized agreements contemplated hereby to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in which Seller is a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iv) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral. (v) A written opinion of counsel for the Loan Partiesparty, dated the Closing Date and as to the matters set forth in Schedule 6.1.1. (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee. (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid consummation by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature Seller of all Tax, ERISA, employee retirement benefit transactions contemplated hereby and other contingent liabilities to which the Borrower and its Subsidiaries may be subjectthereby. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. On the Closing Date, the The Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative AgentAgent and, if applicable, its counsel: (i) A Borrowing Base Certificate prepared a certificate of the Borrower signed by a Compliance Officer of the Borrower, dated as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date stating that (a) all representations and consummation of the transactions contemplated hereby. (ii) A certificate of each warranties of the Loan Parties signed by an Authorized Officer, dated set forth in this Agreement or the Closing Date stating that: (a) the representations and warranties hereunder other Loan Documents are true and correct in all material respects; , except that such representations and warranties that are qualified in this Agreement or such other Loan Document by reference to materiality or a Material Adverse Change shall be true and correct in all respects, as of the Closing Date (or, if such representation or warranty makes reference to an earlier date, as of such earlier date), (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder; hereunder and the other Loan Documents, (c) no Event of Default or Potential Default exists; and , (d) there has occurred no Material Adverse Change either (y) in the business, properties, assets, or condition (financial or otherwise) of the Loan Parties, taken as a whole or (z) in the facts and information regarding the Loan Parties as represented to the Administrative Agent and the Lenders up to the Closing Date, taken as a whole, (e) each of the Loan Parties has occurred since satisfied each of the date closing conditions required to be satisfied by it hereunder and (f) a calculation, calculated on a pro forma basis, of the Leverage Ratio as of the last audited financial statements day of the fiscal quarter of the Borrower delivered most recently ended prior to the Administrative Agent.Closing Date; (iiiii) A a certificate dated as of the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents Organizational Documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office (if so filed or required to be so filed) together with certificates from the appropriate state officials as to the continued existence and good standing or existence (as applicable) of each Loan Party in each state where organized or qualified to do business.; (iii) evidence that there is no action, suit, proceeding or investigation pending against, or threatened in writing against, any Loan Party or any of their respective properties, including the Licenses, in any court or before any arbitrator of any kind or before or by any other Governmental Authority (including the FCC and any applicable PUC) that would reasonably be expected to result in a Material Adverse Change; (iv) This this Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral.Collateral and all other original items required to be delivered pursuant to any of the Collateral Documents; (v) A customary written opinion opinions of counsel for the Loan Parties, duly executed (including any local, FCC or PUC counsel, if required by the Administrative Agent), dated as of the Closing Date and as to the matters set forth in Schedule 6.1.1.Date; (vi) Evidence evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee., as applicable; (vii) A a duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior completed, executed Loan Request for Credit Extension for each Loan requested to be made on the Closing Date, including notice of election as to Interest Periods (if applicable); (viii) a duly completed, executed Perfection and Diligence Certificate signed by an Authorized Officer of Borrower.each of the Loan Parties; (viiiix) Evidence a duly completed, executed Solvency Certificate signed by an Authorized Officer of the Borrower on behalf of itself and the Loan Parties; (x) evidence that all material governmental and third-party consents, subordinations or waivers, as applicable, required to effectuate the transactions contemplated hereby have been obtained and are in full force and effect, including any required material permits and authorizations of all applicable Governmental Authorities, including the FCC and all applicable PUCs; (axi) evidence that the Existing Prior Credit Agreement Agreement, has been terminated, (b) and all Existing Credit Obligations outstanding obligations thereunder have been paid in full and (c) all Liens securing such Existing Credit Obligations obligations have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit released or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed assigned to the Administrative Agent., as applicable; (xixii) Evidence a Lien search with respect to the Borrower and each other Loan Party, in form and substance scope satisfactory to the Administrative Agent and its counsel as to the amount with results showing no Liens other than Permitted Liens and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably otherwise satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date.Agent; (xiii) An executed Landlord’s Waiver in substantially to the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as extent requested by the Administrative Agent or its counsel may reasonably request.Agent, true, correct and complete copies of all Material Agreements not already delivered pursuant to another clause of this Section 4.1;

Deliveries. On At the Closing on the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory : (a) Sellers will deliver to the Administrative AgentBuyer: (i) A Borrowing Base Certificate prepared as of certificates representing the last Business Day of the month immediately preceding the Closing DateCompany Shares, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby.duly endorsed (or accompanied by duly executed stock powers); (ii) A certificate releases in the form of each of Exhibit D executed by Sellers (collectively, the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: (a) the representations and warranties hereunder are true and correct in all material respects; (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder; (c) no Event of Default or Potential Default exists; and (d) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.“Sellers’ Releases”); (iii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iv) This Agreement and each of the other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the pledged Collateral. (v) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1. (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee. (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower. (viii) Evidence that (a) the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released. (ix) All fees and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter. (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent. (xi) Evidence in form and substance satisfactory to the Administrative Agent and its counsel as to the amount and nature of all Tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower and its Subsidiaries may be subject. (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent for the period beginning January 1, 2009 and ending on the Expiration Date. (xiii) An executed Landlord’s Waiver employment agreements in substantially the form of Exhibit 6.1.1(xiiiE, with appropriate insertions mutually agreeable to Sellers, Rxxxxx Xxxxx and Buyer, executed by Sellers and Rxxxxx Xxxxx (collectively, the “Employment Agreements”); (iv) from a stockholders’ agreement in the lessor for form of Exhibit F, executed by Sellers (the “Stockholders’ Agreement”); (v) a certificate executed by each leased Collateral location required under Seller representing and warranting to Buyer that, except as otherwise stated in such certificate, each of Sellers’ representations and warranties in this Agreement was accurate in all respects as of the Security Agreementdate of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date, except that representations and warranties that are by their express provisions made as of a specific date need be true and correct only as of such specific date; and (vi) if so requested by Buyer before the Closing Date, the written resignations of all officers and members of the Board of Directors of the Company. (xivb) Such other documents Buyer will deliver or cause to be delivered to Sellers: (i) the payments set forth in connection with Section 2.2(a); (ii) the Promissory Notes; (iii) the share certificates described in Section 2.2(b); (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in such transactions certificate, each of Buyer’s representations and warranties in this Agreement is accurate in all material respects as of the Administrative Agent or its counsel may reasonably request.Closing Date as if made on the Closing Date; (v) the Employment Agreements, executed by Buyer; (vi) the Stockholders’ Agreement, executed by Buyer; and (vii) as security for the Buyer’s payment and performance of the Promissory Notes, irrevocable standby letters of credit issued by Western National Bank, Midland, Texas, for Buyer’s account and otherwise being in a form mutually agreeable to Sellers and Buyer. Each letter of credit shall designate one Seller as beneficiary thereof and shall be in the face amount set forth opposite such Seller’s name below: Pxxx X. Xxxxxxx $ 1,400,000 Jxx Xxxxxxx 200,000 Txxx Xxxxxxxx 400,000 Total $ 2,000,000

Deliveries. On the Closing Date, the Administrative Agent Lender shall have received each of the following in form and substance satisfactory to the Administrative AgentLender: (i) A Borrowing Base Certificate prepared as of the last Business Day of the month immediately preceding the Closing Date, showing total unused availability under the Revolving Credit Commitments, after giving effect to the Loans to be made on the Closing Date and consummation of the transactions contemplated hereby. (ii) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that: that (aw) the all representations and warranties hereunder of the Loan Parties set forth in this Agreement are true and correct in all material respects (except for those representations and warranties that are qualified by reference to materiality, which shall be true and correct in all respects; ), (b) the Loan Parties are in compliance with each of the covenants and conditions hereunder; (cx) no Event of Default or Potential Default exists; , and (dy) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent.February 26, 2012; (iiiii) A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with to duly authorize the execution, delivery and performance of this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with office; and (d) certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business.organized; (iviii) This Agreement and each of the other Loan Documents duly signed by an Authorized Officer and all appropriate financing statements and each other party thereto; (iv) All appropriate stock powers and certificates evidencing the pledged Collateral.Subsidiary Equity Interests; (v) A written opinion of U.S. counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 6.1.1.Date; (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance reasonably satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee.Lender; (vii) A duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower Borrowers most recently ended prior to the Closing Date, signed by an Authorized Officer of Borrower.Borrowers; (viii) Evidence that (a) Any material consents required to effectuate the Existing Credit Agreement has been terminated, (b) all Existing Credit Obligations have been paid and (c) all Liens securing such Existing Credit Obligations have been released.transactions contemplated hereby; (ix) All fees A Lien search in acceptable scope and expenses of the Lenders and the Agent required to be paid by the Loan Parties, including, without limitation, those fees set forth in the Administrative Agent’s Letter.with acceptable results; (x) Certification that no claim, litigation, suit or other proceeding has been made in writing against Borrower which, in Such environmental information and reports as the opinion of the Borrower is in an amount in excess of $2,000,000 other than as previously disclosed to the Administrative Agent.Lender may have requested; (xi) Evidence in form and substance satisfactory to A certificate of the Administrative Agent and its counsel Borrowers certifying as to the amount and nature delivery of all Tax, ERISA, employee retirement benefit and other contingent liabilities each of the deliveries of the Borrowers to which the Borrower and its Subsidiaries may be subject.Lender required in Sections 7.1.1(i) through (x) (but not certifying as to the Lender’s satisfaction therewith); (xii) Financial projections in form and substance reasonably satisfactory to the Administrative Agent A Loan Request for the period beginning January 1, 2009 and ending any Loans being requested on the Expiration Closing Date.; and (xiii) An executed Landlord’s Waiver in substantially the form of Exhibit 6.1.1(xiii) from the lessor for each leased Collateral location required under the Security Agreement. (xiv) Such other documents in connection with such transactions as the Administrative Agent Lender or its said counsel may have reasonably requestrequested.