Common use of Documentation Clause in Contracts

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

Documentation. The Administrative Agent shall have received the following, following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement and all attached Exhibits and Schedules and the Notes Agreement, a Note payable to the order of each Lender requesting a Note; (ii) in the Guaranty executed by amount of its Commitment, the Borrower and all Subsidiaries existing on Guaranties, the Closing Date; (iii) Pledge Agreement, the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security AgreementAgreements, and Mortgages encumbering at least 80% (Cby value) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties with such insurance carriersin connection therewith, for such amounts and covering such risks as required by Section 5.3each of the other Loan Documents, and all attached exhibits and schedules; (viii) a certificate from an authorized officer favorable opinion of the Borrower Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the Closing Date stating that date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of such the date of this Agreement by a Responsible Officer of the Borrower of (A) all representations and warranties the resolutions of the Board of Directors of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable approving the Loan Documents to any representations and warranties that already are qualified or modified by materiality in which the text thereof)Borrower is a party, (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s the certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutionsof incorporation of the Borrower, (C) organizational documents, the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Credit Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which such Person the Borrower is a party; (viiiv) certificates copies, certified as of good standing for the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions Guarantor of (A) Xxxxxx & Xxxxxx LLP, as special counsel the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.which it is a party,

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

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

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

Documentation. The Administrative Agent shall have received the following, following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement Agreement, a Note payable to each requesting Lender or its registered assigns in the amount of its Commitment, the Guarantee and Collateral Agreement, account control agreements required pursuant to Section 5.12, and each of the other Loan Documents, and all attached Exhibits exhibits and Schedules and the Notes payable to each Lender requesting a Noteschedules; (ii) copies, certified as of the Guaranty executed date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of the general partner of the Borrower of (A) the resolutions of the members of the general partner of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of formation and the limited partnership agreement of the Borrower, (C) the certificate of formation and the limited liability company agreement of the general partner of the Borrower, and (D) all Subsidiaries existing on other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Closing DateNotes, and the other Loan Documents; (iii) certificates of the Security Agreement executed by secretary or assistant secretary of the general partner of the Borrower certifying the names and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all true signatures of the issued and outstanding Equity Interests of each officers of the Borrower’s Subsidiaries required in connection with Borrower or general partner of the Security Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and (C) any the other documents, agreements, or instruments necessary Loan Documents to create, perfect or maintain an Acceptable Security Interest in which the CollateralBorrower is a party; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date from a Responsible Officer of the general partner of the Borrower stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)respects, (B) no Default has occurred and is continuing; , and (C) all the conditions precedent set forth in this Section 3.1 3.01 have been met met; (v) appropriate UCC-1 Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or waivedinstruments necessary to create an Acceptable Security Interest in such Collateral; (vi) [reserved]; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a partyInitial Engineering Report; (viii) stock, membership or partnership certificates required in connection with the Guarantee and Collateral Agreement and stock powers executed in blank for each such stock certificate; (ix) certificates of good standing and existence for each Credit Loan Party in (A) the state state, province or territory in which each such Person is organized, and (B) each state, province or territory in which such good standing is necessary, which certificates shall be (A) dated a date not earlier than 30 thirty (30) days prior to Closing Date or (B) otherwise effective on the Closing Date; (ixx) legal opinions a favorable opinion of (A) Xxxxxx & Xxxxxx LLP, the Borrower’s counsel dated as special counsel to of the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each date of this Agreement in form and substance reasonably acceptable to covering such matters as the Administrative AgentAgent may reasonably request; and (xxi) such other documents, governmental certificates, agreements, agreements and lien searches as the Administrative Agent or any Lender Party may reasonably request.

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

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

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

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

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

Documentation. The Administrative Agent shall have received the following, each dated on or before the Effective Date, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent and the LendersAgent: (i1) this Agreement and all attached Exhibits and Schedules This Amendment duly executed by the Initial Borrower, the New Borrower, each Guarantor (other than the General Partner), the Administrative Agent, the Issuing Bank and the Notes Majority Lenders; (2) a Revolving Note by the New Borrower payable to each Lender requesting a Notein the amount of its Revolving Commitment, and the Swing Line Note payable to the Swing Line Lender; (ii3) a supplement to the Guaranty executed Credit Agreement by the Borrower and all Subsidiaries existing on Target pursuant to which the Closing DateTarget becomes a Guarantor; (iii4) a supplement to the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateTarget, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, agreements or instruments necessary to create, perfect or maintain create an Acceptable Security Interest in the CollateralCollateral of the Target; (iv5) appropriate UCC a supplement and intellectual property search reports amendment to the Pledge Agreement by the New Borrower pledging to the Administrative Agent for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties benefit of the Borrower Secured Parties all of the Equity Interests of the Domestic Subsidiaries of such Loan Party, together with stock certificates, stock powers executed in blank, UCC-1 financing statements and its Subsidiariesany other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Equity Interests; (v6) certificates an amendment and restatement of insurance naming the Custodial Agreement executed by the Administrative Agent, the Loan Parties (including, without limitation, the New Borrower and the Target) and Custodians selected by the New Borrower and approved by the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and in its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3sole discretion; (vi7) a certificate from an authorized officer of the Borrower dated as of the Closing Effective Date stating that as from a Responsible Officer of such date the New Borrower certifying that: (A) all before and after giving effect to the Borrower Assignment, the representations and warranties contained in Article IV of the Borrower set forth in this Credit Agreement and the other Loan Documents are true and correct in all material respects (respects, except for any representation and warranty that such materiality qualifier shall not be applicable to any representations and warranties that already are is qualified or modified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, on and as of the text thereof)Effective Date as though made on, and as of such date, unless such representations or warranties are made as of a prior date in which case they are true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, as of such prior date, (B) before and after giving effect to the Borrower Assignment, no Default has occurred and is continuing; and or Event of Default exists, (C) after giving effect to the Borrower Assignment, the Loan Parties are in compliance on a pro forma basis with the financial covenants in Sections 6.13 and 6.14 of the Credit Agreement, (D) immediately after giving effect to the Borrower Assignment, neither Holdco nor the General Partner own any assets other than (x) Equity Interests in the MLP and the General Partner, and (y) cash or Cash Equivalents in an aggregate amount not to exceed $5,000,000 and (E) all conditions precedent of the requirements set forth in this Section 3.1 6.05(i) of the Credit Agreement with respect to the Cimarron Acquisition (other than the requirements expressly waived pursuant to Section 4 above) have been met satisfied or waivedwill be satisfied on or prior to the consummation of the Cimarron Acquisition; (vii8) copies of the certificate or articles of incorporation or other equivalent organizational documents, including all amendments thereto, of each of the New Borrower and the Target, certified as of a recent date by the Secretary of State of the state of its organization; (9) a secretary’s certificate from of the Secretary or Assistant Secretary of each Credit Party of the New Borrower and the Target certifying such Person’s (A) officers’ incumbencythat attached thereto is a true and complete copy of the by-laws or other equivalent organizational documents of such Loan Party as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or other equivalent body of such Loan Party authorizing resolutionsthe execution, delivery and performance of this Amendment and the other the Loan Documents to which such Loan Party is a party and, in the case of the New Borrower, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational documentsdocuments of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate furnished pursuant to paragraph (8) above, and (D) governmental approvals, if any, with respect as to the Credit Documents to which incumbency and specimen signature of each officer of such Person is a partyLoan Party executing this amendment or any Loan Document, Notices of Borrowing or any other document delivered in connection herewith on behalf of such Loan Party; (viii10) certificates a certificate of good standing for each Credit Party in another officer as to the state in which each such Person is organized, which certificates shall be incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (A9) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Dateabove; (ix11) legal opinions certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of the New Borrower and the Target in all jurisdictions where reasonably required by the Administrative Agent; (A12) a favorable opinion dated as of the Effective Date of Xxxxxx & Xxxxxx LLP, as special counsel to the Credit Loan Parties; (13) a copy of the Contribution Agreement, the Cimarron Agreement and each of the material documents executed in connection therewith certified as of the Effective Date by a Responsible Officer (A) as being true and correct copies of such documents as of the Effective Date, (B) Miller, Canfield, Paddock as being in full force and Stone, P.L.C., as Michigan counsel to the Credit Parties, effect and (C) Hallthat no material term or condition thereof shall have been amended, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., modified or waived after the execution thereof without the prior written consent of the Administrative Agent; (14) a certificate as Oklahoma counsel to coverage under the insurance policies required by Section 5.06 of the Credit PartiesAgreement and the applicable provisions of the Security Documents, which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., to name the Administrative Agent as Wyoming counsel to the Credit Parties, each additional insureds in form and substance reasonably acceptable satisfactory to the Administrative Agent; and (x15) such other documents, governmental certificates, agreements, certificates and lien searches agreements as any Lender Party the Administrative Agent may reasonably request.

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

Documentation. The Administrative Agent shall have received the following, each dated on or before the Effective Date, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent and the LendersAgent: (1) (i) counterparts of this Agreement and all attached Exhibits and Schedules Amendment duly executed by each Borrower, the Lenders and the Notes payable to Administrative Agent and (ii) counterparts of the attached Acknowledgment and Reaffirmation duly executed by each Lender requesting a NoteMaterial Subsidiary; (ii2) the Guaranty a new Note executed by the Borrowers in replacement of an existing Note previously delivered by the Existing Borrower and all Subsidiaries existing on the Closing Dateto any Lender, evidencing such Lender’s Advances; (iii3) counterparts of the Security Agreement Parent Guaranty duly executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralParent; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi4) a certificate from an authorized officer a Responsible Officer of the Borrower Parent dated as of the Closing Effective Date hereof stating that as of such date (A) all representations and warranties of the Borrower Credit Parties set forth in this Agreement Amendment are true and correct in all material respects (except provided that (i) to the extent any representation and warranty expressly relates to a specific earlier date, such materiality qualifier shall not be applicable representation and warranty is true and correct in all material respects as of such earlier date and (ii) to the extent any representations representation and warranties that already are warranty is qualified as to “Material Adverse Change” or modified by materiality otherwise as to “materiality”, such representation and warranty is true and correct in the text thereofall respects), (B) no Default has occurred and is continuing, (C) the Merger has been consummated prior to or simultaneously with the effectiveness of this Amendment in accordance with the Merger Agreement; (D) the Deposit has been consummated in accordance with the Exchange Agency Agreement; (E) attached are true and correct copies of the Merger Agreement and the Exchange Agency Agreement as in effect on the date hereof; and (CF) all conditions precedent set forth no governmental approvals, other than those approvals obtained in this Section 3.1 have been met or waivedconnection with the Merger, are necessary for the Parent, the Existing Borrower and each other Subsidiary of the Parent to enter into the Merger Agreement and the Loan Documents to which it is a party, perform its obligations thereunder, and consummate the Merger; (vii5) a secretary’s certificate from each Credit Party of the Existing Borrower dated the Effective Date and certifying such Person’s (A) officers’ incumbencythe organizational documents of the Existing Borrower attached thereto, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Existing Borrower authorizing resolutionsthe execution and delivery of this Amendment and the Credit Documents executed in connection herewith and the performance of the Credit Agreement as amended hereby and the other Credit Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer of the Existing Borrower executing this Amendment, any Credit Document or any other document delivered in connection herewith on behalf of the Existing Borrower; (6) a secretary’s certificate of each Credit Party (other than the Existing Borrower and the Parent) dated the Effective Date and certifying (A) the organizational documentsdocuments of such Credit Party attached thereto, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Credit Party authorizing the execution and delivery of the Acknowledgment and Reaffirmation attached to this Amendment and the Credit Documents executed in connection herewith and the performance of the Credit Agreement as amended hereby and the other Credit Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (DC) governmental approvalsas to the incumbency and specimen signature of each officer of such Credit Party executing the Acknowledgment and Reaffirmation attached to this Amendment, if anyany Credit Document or any other document delivered in connection herewith on behalf of such Credit Party; (7) a secretary’s certificate of the Parent dated the Effective Date and certifying (A) the organizational documents of Parent attached thereto, with respect to (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Parent authorizing the execution and delivery of this Amendment, the Parent Guaranty and the Credit Documents executed in connection herewith and the performance of the Credit Agreement as amended hereby and the other Credit Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to which such Person is a partythe incumbency and specimen signature of each officer of the Parent executing this Amendment, the Parent Guaranty, any Credit Document or any other document delivered in connection herewith on behalf of the Parent; (viii) 8) certificates of good standing for each Credit Party in (a) the state jurisdiction in which such Credit Party is organized and (b) each jurisdiction in which such Person good standing is organizednecessary except where the failure to be in good standing could not reasonably be expected to result in a Material Adverse Change, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Datedate hereof; (ix9) a legal opinions opinion of (A) Xxxxxx & Xxxxxx Xxxxxxx Xxxxx LLP, as special outside counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; (10) a legal opinion of Xxxxx & XxXxxxxx, United Kingdom counsel to the Parent; (11) a letter of acceptance of the Process Agent duly executed, evidencing its approval and consent to act as service of process agent in the State of New York on behalf of the each Foreign Credit Party in accordance with the terms set forth in Section 9.19 of the Credit Agreement; and (x12) such other documents, governmental certificates, agreements, and lien searches agreements as any Lender Party may reasonably request.

Documentation. The Administrative Agent Bank shall have received the following, duly executed by all the parties theretoreceived, in form and substance reasonably satisfactory to Bank, each of the Administrative Agent and the Lendersfollowing, duly executed: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note;This Agreement. (ii) the Guaranty executed A Line of Credit Note (if requested by the Borrower and all Subsidiaries existing on the Closing Date;Bank). (iii) the Security Agreement The Guaranty and Collateral Agreement, duly executed by the Borrower and each Subsidiary existing on the Closing DateLoan Party, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementswith: a. the certificates, if any, necessary representing pledged Equity Interests referred to therein accompanied by undated stock powers executed in blank; b. proper financing statements in form appropriate for filing with under the Uniform Commercial Code in effect in the State of New York as of the Closing Date of all jurisdictions that Bank may deem necessary or desirable in order to perfect the Liens created under the Guaranty and Collateral Agreement, covering the Collateral described in the Guaranty and Collateral Agreement; c. evidence that all other action that Bank may deem necessary or desirable in order to perfect the Liens created under the Guaranty and Collateral Agreement has been taken; and d. within 30 days of the Closing Date (or such longer time as Bank may agree in its sole discretion) control agreements, as required pursuant to the terms of the Guaranty and Collateral Agreement and requested by, and in form and substance satisfactory to, Bank, duly executed by the appropriate authoritiesparties, covering Collateral consisting of Deposit Accounts (Bas defined in the Guaranty and Collateral Agreement) certificatesdescribed in the Guaranty and Collateral Agreement. (iv) Such certificates of resolutions or other action, together with undated, blank stock powers for each such certificate, representing all incumbency certificates and/or other certificates of the issued and outstanding Equity Interests Responsible Officers of each Loan Party as Bank may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the Borrower’s Subsidiaries other Loan Documents to which such Loan Party is a party or is to be a party. (v) Such documents and certifications as Bank may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect with respect to such Loan Party. (vi) A favorable opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Loan Parties, addressed to Bank, covering such matters as may be reasonably requested by Bank in connection with herewith. (vii) A certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all material consents and approvals of third parties that may be required in connection with the Security Agreementexecution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and (C) any other documentssuch consents, agreementslicenses and approvals shall be in full force and effect, or instruments necessary to create, perfect (B) stating that no such material consents or maintain an Acceptable Security Interest in the Collateral;approvals are so required. (ivviii) appropriate UCC and intellectual property search reports for the A certificate signed by a Responsible Officer of Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated certifying as of the Closing Date stating that as of such date (A) all representations and warranties of that the Borrower set forth conditions specified in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofSection 4.2(a), have been satisfied, (B) that there has been no Default event or circumstance since December 31, 2017, that has occurred and is continuing; and (C) all conditions precedent set forth had or could be reasonably expected to have, either individually or in this Section 3.1 have been met or waived; (vii) the aggregate, a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutionsMaterial Adverse Effect, (C) organizational documentsthat there has been no action, and suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court before any arbitrator or governmental authority (1) in respect of the closing of this Agreement or (2) that could reasonably be expected to have a Material Adverse Effect, (D) governmental approvalsthat Borrower does not have any Subsidiaries, if anyother than (1) IDR Holdings, (2) Partners GP and (3) Partners and its direct and indirect Subsidiaries (E) that, after giving pro forma effect to the closing of the transactions contemplated by this Agreement, Borrower and its Applicable Subsidiaries do not have any indebtedness for borrowed money, other than with respect to the indebtedness for borrowed money permitted hereunder and (F) that Partners is in pro forma compliance with the financial covenants set forth in Section 7.11 of the Partners Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organizedAgreement, which certificates shall be (A) dated a date not earlier than 30 days both immediately prior to Closing Date or (B) otherwise effective on the Closing Date;and after giving effect to this Agreement. (ix) legal opinions of (A) Xxxxxx & Xxxxxx LLP, as special counsel one or more certificates attesting to the Credit PartiesSolvency of the Loan Parties on a consolidated basis, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to from the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; andGeneral Partner’s chief financial officer. (x) such Such other documents, governmental certificates, agreements, and lien searches documents as Bank may require under any Lender Party may reasonably requestother Section of this Agreement.

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

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

Documentation. The Administrative Agent Lenders shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement (and all attached Exhibits and Schedules and Schedules), the Notes Security Agreement, to the extent requested by any Lender, a Note payable to each Lender requesting a Note; (ii) such Lender, the Guaranty executed by the Borrower Collateral Assignment and all Subsidiaries existing on other applicable Credit Documents. In connection with the Closing Date; (iii) execution and delivery of the Security Agreement executed by Documents, the Borrower and each Subsidiary existing on the Closing Date, together with Lenders shall: (A) appropriate UCC-1 financing statements be satisfied that the Interim DIP Order and intellectual property security agreementsany other Security Documents required to be executed on the Effective Date create (or will create, upon proper filing, recording or registration thereof, or upon entry of, the Interim DIP Order) perfected Liens having the priorities set forth in the Interim DIP Order (subject only to Permitted Liens) on all of the tangible and intangible Property of the Credit Parties other than the Excluded Collateral; and (B) have received (or its bailee pursuant to the DIP Order has received) certificates, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral;Guarantors. (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (vii) certificates of insurance naming the Administrative Agent as loss payee in compliance with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.35.3(b) of this Agreement; (viiii) a certificate from an authorized officer of each of the Borrower Credit Parties dated as of the Closing Effective Date stating that as of such date (A) all representations and warranties of the Borrower such Credit Party set forth in this Agreement and the Credit Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)respects, (B) no Default has occurred such Credit Party shall have performed and is continuing; complied with all covenants and conditions required herein to be performed or complied with by it prior to the date hereof and (C) all conditions precedent set forth in this Section 3.1 have been met or waivedno Default then exists; (viiiv) a secretary’s certificate from each Credit Party certifying such PersonCredit Party’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person the Borrower is a party; (viiiv) certificates of good standing for each Credit Party in the state in which each such Person is incorporated or organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Effective Date; (ixvi) a legal opinions opinion of (A) Xxxxxx & Xxxxxx LLP, LLP as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative AgentLenders; and (xvii) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.

Documentation. The Administrative Agent shall have received the following, following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Tranche A Lender in the amount of its Tranche A Commitment, the Guaranties executed by each Subsidiary of a Borrower existing on the Closing Date other than MER, the Pledge Agreements executed by the Parent and any other Obligor that owns Equity Interests in any Person, the Security Agreements, and Mortgages encumbering substantially all of the Parent’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) favorable opinions of the Obligors’ counsel and of the Administrative Agent’s counsel each dated as of the date of this Agreement in form and substance satisfactory to the Administrative Agent and the Lenders: (i) this Agreement Lenders and all attached Exhibits and Schedules and covering such matters as the Notes payable to each Lender requesting a Note; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing DateAdministrative Agent may reasonably request; (iii) copies, certified as of the Security date of this Agreement executed by a Responsible Officer of each Borrower of (a) the resolutions of the board of directors of such Borrower approving the Loan Documents to which such Borrower is a party, (b) the certificate of incorporation and each Subsidiary existing on the Closing Datebylaws of such Borrower, together with and (Ac) appropriate UCC-1 financing statements all other documents evidencing other necessary corporate action and intellectual property security agreementsgovernmental approvals, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security respect to this Agreement, the Notes, and (C) any the other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralLoan Documents; (iv) appropriate UCC certificates of a Responsible Officer of each Borrower certifying the names and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties true signatures of the officers of such Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and its Subsidiariesthe other Loan Documents to which such Borrower is a party; (v) certificates copies, certified as of insurance naming the Administrative Agent date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (a) the resolutions of the board of directors or managers (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party, (b) the articles or certificate (as loss payee applicable) of incorporation (or organization) and bylaws or other governing documents of such Guarantor, and (c) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to property insurancethe Guaranty, or additional insured with respect to liability insurancethe Security Instruments, and covering the Borrower’s and its Subsidiaries’ Properties with other Loan Documents to which such insurance carriers, for such amounts and covering such risks as required by Section 5.3Guarantor is a party; (vi) a certificate from an authorized officer of the Borrower secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the Closing Date date of this Agreement from a Responsible Officer of each Borrower on behalf of such Borrower stating that as of such date (Aa) all representations and warranties of the such Borrower set forth in this Agreement are true and correct in all material respects respects; (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), (Bb) no Default has occurred and is continuing; and (Cc) all the conditions precedent set forth in this Section 3.1 3.01 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a partymet; (viii) appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing by the Administrative Agent with the appropriate authorities and any other documents, agreements or instruments reasonably necessary to create an Acceptable Security Interest in such Collateral; (ix) stock or, to the extent applicable under the Person’s organizational documents, membership or partnership interest certificates of good standing required in connection with the Pledge Agreements and stock powers executed in blank for each Credit Party such stock certificate endorsed in blank to the state Administrative Agent; (x) casualty insurance certificates naming the Administrative Agent loss payee and liability insurance certificates naming Administrative Agent as additional insured and evidencing insurance which meets the requirements of this Agreement and the Security Instruments; (xi) the initial Independent Engineering Reports as of December 31, 2005 of Rxxxx Xxxxx Company dated (i) January 17, 2006 and addressed to the Parent and (ii) January 26, 2006 and addressed to Forest Oil; (xii) copies, certified by a Responsible Officer of the Parent, of the Forest Merger Agreement and all exhibits and schedules thereto, and any material agreements executed in which each such Person is organizedconnection with the Forest Merger Agreement, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date together with all amendments, modifications or (B) otherwise effective waivers thereto in effect on the Closing Date; (ix) legal opinions of (A) Xxxxxx & Xxxxxx LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (xxiii) such other documents, governmental certificates, agreements, agreements and lien searches as the Administrative Agent or any Lender Party may reasonably request.

Documentation. The On or before the day on which the initial Revolving Borrowing is made, or the initial Letter of Credit is issued, or the Bridge Loans are made, the Administrative Agent and the Lenders shall have received the following, each dated on or before such day, duly executed by all the parties theretothereto (or in the case of this Agreement, duly executed by the Borrowers, the Guarantors, the Administrative Agent, the Majority Lenders, and the Bridge Lenders), each in form and substance reasonably satisfactory to the Administrative Agent Agent, the Majority Lenders, and the Bridge Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteSchedules; (ii) any Note requested by a Lender pursuant to Section 2.02(g) payable to the Guaranty executed by order of such requesting Lender in the Borrower and all Subsidiaries existing on the Closing Dateamount of its Revolving Commitment or Bridge Loans, as applicable; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date from a Responsible Officer of the Borrowers stating that as of such date (A) all representations and warranties of the Borrower such Person set forth in this Agreement and in the other Loan Documents to which it is a party are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), respects; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.01 have been met met; and (D) no default or waivedevent of default has occurred and is continuing under the Indenture governing the Senior Notes or under any Sowood Document; (iv) to the extent any have been entered into on or after September 30, 2008, copies of amendments to the certificate or articles of incorporation or other equivalent organizational documents of each Loan Party (including without limitation amendments to the certificate of incorporation of the Parent to reflect the terms of the Series B Convertible Preferred Stock and, as a consequence of the designation thereof, amendments necessary to conform the Series A Convertible Preferred Stock), certified as of a recent date by the Secretary of State of the state of its organization; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of any amendments to the organizational documents of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the borrowings hereunder, the designation of the Series B Convertible Preferred Stock, and the amendment of the Certificate of Designation of the Series A Convertible Preferred Stock, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certified copy thereof furnished pursuant to clause (iv) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document, Notices of Borrowing or any other document delivered in connection herewith on behalf of such Loan Party; (vi) a certificate of another officer of each Loan Party as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (v) above; (vii) a secretary’s certificate certificates from each Credit Party the appropriate Governmental Authority certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect as to the Credit Documents to which such Person is a partygood standing, existence and authority of each of the Loan Parties in all jurisdictions where required by the Administrative Agent; (viii) certificates a favorable opinion dated as of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on of Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, counsel to the Closing DateLoan Parties substantially similar to the opinion it delivered pursuant to the Existing Credit Agreement; (ix) legal opinions a certificate from a Financial Officer of each Borrower dated as of the Closing Date addressed to the Administrative Agent and each of the Lenders regarding the matters set forth in Section 4.20; (x) a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.04 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as an additional insured; (xi) a Borrowing Base Report dated as of October 31, 2008; (xii) a draft Compliance Certificate dated as of the Closing Date duly completed and executed by a Financial Officer of each Borrower with respect to the draft September 30, 2008 financials; (xiii) a copy of the risk management policy of the Borrowers (the “Risk Management Policy”) in form and substance satisfactory to the Majority Lenders accompanied by a certificate signed by a Responsible Officer certifying compliance with such Risk Management Policy; (xiv) copies of any amendments to Material Contracts reflected on Schedule 1.01(e) to the Existing Credit Agreement in effect on or after September 30, 2008 and each of the Material Contracts in effect on or after September 30, 2008 that are not reflected on Schedule 1.01(e) to the Existing Credit Agreement, each certified as of the Closing Date by a Responsible Officer of the Borrowers (A) Xxxxxx & Xxxxxx LLP, as special counsel to being true and correct copies of such documents as of the Credit PartiesClosing Date, (B) Miller, Canfield, Paddock as being in full force and Stone, P.L.C., as Michigan counsel to the Credit Parties, effect and (C) Hallthat no material term or conditions thereof shall have been amended, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to modified or waived after the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to execution thereof without the Credit Parties, each in form and substance reasonably acceptable to prior written consent of the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.;

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

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

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

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

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

Documentation. The Administrative Agent shall have received the following, following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Requisite Lenders and each Tranche B Lender, and, where applicable, in sufficient copies for the Administrative Agent and the Lenderseach Lender: (i) this i. the Third Amendment, any Note if requested by a Tranche B Lender payable to such Lender in the amount of its Tranche B Commitment, amendments to the Pledge and Security Agreement and the Pledge Agreement, , and all attached Exhibits exhibits and Schedules schedules hereto and the Notes payable to each Lender requesting a Notethereto; (ii) . certificates of a Responsible Officer of each Credit Party as of the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date; (iii) the Security date of this Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements attesting to the resolutions of the Board of Directors of such Credit Party approving the execution, delivery and intellectual property security agreementsperformance of the Loan Documents to which such Credit Party is a party, (B) certifying and attaching the Organizational Documents of such Credit Party, (C) certifying to and attaching all other documents evidencing other necessary corporate action and governmental approvals, if any, necessary with respect to this Agreement, the Third Amendment, the Tranche B Note, and the other Loan Documents and (D) certifying the names and true signatures of the officers of such Credit Party authorized to sign this Agreement, any Notes and the other Loan Documents to which such Credit Party is a party; iii. appropriate UCC-1 and UCC-3, as applicable, financing statements covering Target’s right, title and interest in the Collateral for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, agreements or instruments necessary to create, perfect or maintain create an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens such Collateral (other than Permitted Liens) encumbering the properties of the Borrower and its SubsidiariesExcluded Collateral); (v) iv. certificates of insurance naming good standing for the Administrative Agent as loss payee Target and each Credit Party in each state in which the Target and each Credit Party is organized and, with respect to property insurancethe Target, in each state in which Target is organized or additional insured with respect qualified to liability insurancedo business, which certificate shall be dated as of a date not less than 15 days prior to the Third Amendment Effective Date and covering acceptable to the Borrower’s Requisite Tranche B Lenders and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3the Requisite Lenders; (vi) v. a certificate from an authorized officer of the Borrower dated as of the Closing Date date of this Agreement from the Responsible Officer of the Borrower stating that as of such date (A) all representations and warranties of the Borrower each Credit Party set forth in this Agreement are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Change” shall be true in all respects) as of such materiality qualifier shall not be applicable to any date (except in the case of representations and warranties that already are qualified made solely as of an earlier date or modified by materiality in the text thereoftime, which representations and warranties shall be true and correct as of such earlier date or time), ; and (B) after giving effect to the Waiver in the Third Amendment, no Default has occurred and is continuingcontinuing as of such date; and (C) all the conditions precedent set forth in this Section 3.1 Appendix 3 (other than the consummation of the Target Acquisition) have been met or waivedmet; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, vi. satisfactory review by the Requisite Lenders and (D) governmental approvals, if any, with respect to Requisite Tranche B Lenders of the Credit Documents to which such Person is a party; (viii) certificates letter of good standing for each Credit Party in credit reimbursement agreement evidencing the state in which each such Person is organizedCompass LC Facility, which certificates shall be (A) dated evidenced by a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on written notice by the Closing Date; (ix) legal opinions of (A) Xxxxxx & Xxxxxx LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock Requisite Lenders and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable Requisite Tranche B Lenders to the Administrative Agent; andAgent and Borrower of such satisfactory review; (x) vii. such other documents, governmental certificates, agreements, agreements and lien searches as any Lender Party the Administrative Agent or the Requisite Tranche B Lenders may reasonably request; and viii. each Lender shall have received an executed copy or, if not available, the then current draft of the Target Purchase Agreement.

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

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

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

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

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

Documentation. The Administrative Agent shall have received the following, following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the LendersAgent: (i1) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteSchedules; (ii2) any Note requested by a Lender pursuant to Section 2.01(c) payable to such requesting Lender in the amount of its applicable Commitment; (3) a Swingline Note (to the extent requested by the Swingline Lender) pursuant to Section 2.16(a) payable to the Swingline Lender in the amount of the Swingline Commitment; (4) the Security Agreement executed by each Loan Party together with UCC-1 financing statements and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in the Collateral described therein; (5) the Pledge Agreement executed by the Loan Parties and CorEnergy together with certificates, powers executed in blank, UCC-1 financing statements, letters of consent from each owner of Equity Interests issued by any Loan Party, if necessary, and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Equity Interests; (6) the Guaranty Agreement executed by each Guarantor and the Borrowers for the benefit of the Administrative Agent, on behalf of the Secured Parties; (7) the Mortgages (or amendments and/or supplements to existing Mortgages) encumbering the Pipeline Systems; (8) a perfection certificate executed by each of the Borrower on behalf of itself and all the other Loan Parties; (9) flood certification(s) from a firm reasonably acceptable to the Administrative Agent covering any buildings (defined as structures with four walls and a roof) constituting Collateral showing whether or not such buildings are located in a special flood hazard area subject by federal regulation to mandatory flood insurance requirements; (10) the consents with respect to the Material Contracts of the Loan Parties and Restricted Subsidiaries existing on as and if required by the terms thereof, evidencing the contract counterparties’ consent to the grant of an Acceptable Security Interest in such contracts to the Administrative Agent; (11) copies, certified as of the Closing Date by a Responsible Officer of each Borrower, of (A) the resolutions of the members or equityholders and, if applicable, the Board of Directors or equivalent of such Borrower, approving the Transactions to be entered into by such Borrower, (B) the certificate of formation of such Borrower, and (C) the limited liability company agreement of such Borrower; lxxxv (12) certificates of a Responsible Officer of each Borrower, certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Swingline Borrowing Notices, Notices of Conversion or Continuation, and the other Loan Documents to which such Borrower is a party; (13) copies, certified as of the Closing Date by a Responsible Officer of each Guarantor of (A) the resolutions of the respective members or equityholders and, if applicable, the respective Boards of Directors or equivalent of such Guarantor approving the Transactions, (B) the certificate of formation of each Guarantor, and (C) the limited liability company agreement or functional equivalent of such Guarantor; (14) certificates of a Responsible Officer of each Guarantor certifying the names and true signatures of the officers of such Guarantor authorized to sign the Loan Documents to which Guarantor is a party; (15) certificates of good standing for the Loan Parties in each state in which each such Person is (A) organized, which certificate shall be dated a date not earlier than 30 days prior to the Closing Date and (B) qualified to do business, which certificate shall be dated a date not earlier than 30 days prior to the Closing Date; (iiia) a favorable opinion of Husch Xxxxxxxxx LLC, the Security Agreement executed by the Borrower Loan Parties’ Delaware and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authoritiesNew York counsel, (Bb) certificatesa favorable opinion of Xxx, together with undatedXxxxxx & Xxxxxxxxx, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security AgreementLoan Parties’ California counsel, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vic) a certificate from an authorized officer favorable opinion of Xxxxxxx LLP, the Borrower Loan Parties’ Maryland counsel, in each case dated as of the Closing Date covering such matters as any Lender through the Administrative Agent may reasonably request; (17) insurance certificates naming the Administrative Agent as lenders’ loss payee or as an additional insured, as applicable, and evidencing insurance that meets the requirements of this Agreement and the Security Instruments (and containing flood insurance coverage), and which is otherwise satisfactory to the Administrative Agent; (18) a certificate dated as of the Closing Date from a Responsible Officer of each Borrower, stating that as of such date (A) all representations and warranties of the Borrower Loan Parties set forth in this Agreement the Loan Documents are true and correct in all material respects as of such date (except that such materiality qualifier shall not be applicable to any in the case of representations and warranties that already are qualified made solely as of an earlier date or modified by materiality in the text thereoftime, which representations and warranties shall be true and correct as of such earlier date or time), ; (B) no Default or Event of Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.01 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days satisfied prior to Closing Date or (B) otherwise effective on the Closing Date; (ix19) legal opinions evidence reasonably satisfactory to the Administrative Agent that all Liens (including any Liens securing obligations under the MoGas Credit Agreement and the CorEnergy Credit Agreement) revealed by the Lien, tax and judgment searches conducted on the Loan Parties in connection with closing are Permitted Liens or have been, or substantially contemporaneously with the initial funding of the Advances on such date will be, released or, if requested by the Administrative Agent, assigned to the Administrative Agent for the benefit of the Secured Parties; (20) a certificate dated as of the Closing Date from a Financial Officer of each Borrower, certifying that, after giving effect to the Transactions, (A) Xxxxxx & Xxxxxx LLPeach Loan Party and each Subsidiary, taken as special counsel to the Credit Partiesa whole, are Solvent and (B) Miller, Canfield, Paddock the Loan Parties and Stone, P.L.C., as Michigan counsel their Subsidiaries do not have (and does not have reason to believe that it will have thereafter) unreasonably small capital for the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, conduct of its business; and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; andlxxxvi (x21) such other documents, governmental certificates, agreements, agreements and lien searches as the Administrative Agent or any Lender Party may reasonably request.

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

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

Documentation. The Administrative Collateral Agent (or the Noteholder Collateral Agent (pursuant to the Intercreditor Agreement)) shall have received the following, each dated as of the Closing Date unless otherwise indicated below, duly executed (as appropriate) by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent and the LendersCollateral Agent: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteSchedules; (ii) any Note requested by a Lender pursuant to Section 2.02(g) payable to the Guaranty executed by order of such requesting Lender in the Borrower and all Subsidiaries existing on the Closing Dateamount of its Commitment; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateAgreement, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementsstatements, if any, necessary for filing with the appropriate authorities, (B) stock certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required executed in connection with the Security Agreementblank, and (C) any other documents, agreements, agreements or instruments necessary to create, perfect or maintain create an Acceptable Security Interest in the CollateralCollateral described therein and requested by the Collateral Agent; (iv) appropriate UCC copies of all Uniform Commercial Code, judgment and intellectual tax lien searches with respect to personal property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties Collateral, together with copies of the Borrower financing statements (or similar documents) disclosed by such searches, and its Subsidiariesaccompanied by evidence that any Liens indicated in any such financing statement that are not Permitted Liens have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent); (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3Intercreditor Agreement; (vi) each Assignment; (vii) with respect to each Vessel, copies of each of the following: (A) (i) certificates of ownership or abstracts of title from appropriate authorities showing (or confirmation updating previously reviewed certificates and indicating) the registered ownership of such Vessel by the relevant Loan Party and (ii) valid and current ISM/ISPS Code documentation required with respect to such Vessel pursuant to applicable Legal Requirements and (iii) the results of maritime registry searches with respect to such Vessel, indicating no record liens other than other than Permitted Liens; (B) evidence that such Vessel has received the highest classification from the classification society issuing such class for such vessels and the conditions and recommendations of such classification society with respect to such Vessel shall be satisfactory to the Collateral Agent in its reasonable discretion; (C) a Ship Mortgage duly authorized, executed and delivered by the applicable Loan Party granting a Lien to the Collateral Agent in such Vessel to secure the Obligations, together with any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Vessel and requested by the Collateral Agent, duly provisionally filed with the Panamanian or Bahamian authorities, as applicable, and otherwise in appropriate form for recording in the appropriate vessel registry; (D) duly executed Internal Charters, if any, respecting the Vessels and a certificate from an authorized officer of the Subsidiary Borrower describing all existing Internal Charters respecting the Vessels, and stating that the copies delivered are true, correct and complete; (E) duly executed Drilling Contracts respecting the Vessels and a certificate of the Subsidiary Borrower that such are the only Drilling Contracts currently in effect and that the copies delivered are true, correct and complete; (F) all filings, deliveries of instruments and other actions necessary or desirable in the reasonable opinion of the Collateral Agent to perfect and preserve such security interests shall have been duly effected and the Collateral Agent shall have received evidence thereof in form and substance reasonably satisfactory to the Collateral Agent; and (G) such other documents, certificates and opinions as the Collateral Agent shall have reasonably requested; (viii) a certificate dated as of the Closing Date from a Responsible Officer of the Parent stating that as of such date (A) all representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents to which it is a party are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), respects; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.01 to be performed or complied with by the Loan Parties on or before the date hereof have been met performed or waivedcomplied with as of the date hereof; (viiix) copies of the certificate or articles of incorporation or other equivalent organizational documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other functional equivalent of the jurisdiction of its organization, if available; (x) a secretary’s certificate from of the Secretary or Assistant Secretary of each Credit Loan Party dated as of the Closing Date and certifying such Person’s (A) officers’ incumbencythat attached thereto is a true and complete copy of the by-laws or other functional equivalent of such Loan Party as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or other functional equivalent of such Loan Party authorizing resolutionsthe execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of each Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational documentsdocuments of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate furnished pursuant to the immediately preceding clause (ix) above, and (D) governmental approvals, if any, with respect as to the Credit Documents to which incumbency and specimen signature of each officer executing any Loan Document, Notices of Borrowing or any other document delivered in connection herewith on behalf of such Person is a partyLoan Party; (viiixi) a certificate of another officer dated as of the Closing Date as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (x) above; (xii) certificates from the appropriate Governmental Authority certifying as of a recent date as to the good standing for standing, existence and authority of each Credit Party of the Loan Parties in all jurisdictions where required by the Collateral Agent, to the extent such certificates are available in such jurisdictions; (xiii) a favorable opinion dated as of the Closing Date of Fulbright & Xxxxxxxx L.L.P., New York counsel to the Loan Parties; (xiv) a favorable opinion dated as of the Closing Date of Xxxxxx and Calder, Cayman Islands counsel to the Loan Parties; (xv) a favorable opinion dated as of the Closing Date of Xxxxxx & Xxxxxx, Panamanian counsel to the Loan Parties; (xvi) a favorable opinion dated as of the Closing Date of Réti, Antall & Partners Law Firm, Hungarian counsel to the Loan Parties; (xvii) a favorable opinion dated as of the Closing Date of Huessen, Netherlands counsel to the Loan Parties; (xviii) a favorable opinion dated as of the Closing Date of Lenox Xxxxx, Bahamian counsel to the Loan Parties; (xix) a favorable opinion dated as of the Closing Date of Azmi & Associates, Malaysian counsel to the Loan Parties; (xx) a favorable opinion dated as of the Closing Date of PricewaterhouseCoopers Legal Poland, Polish counsel to the Loan Parties; (xxi) a favorable opinion dated as of the Closing Date of Nobel Trust Ltd, Cyprus counsel to the Loan Parties; (xxii) a certificate from the chief financial officer of the Parent dated as of the Closing Date addressed to the Collateral Agent regarding the matters set forth in Section 4.19; (xxiii) a certificate from the chief financial officer of the Parent addressed to the Collateral Agent which shall reaffirm that as of the Closing Date the Projections prepared by the Parent and previously provided to the Collateral Agent are true and correct in all material respects based upon the assumptions stated therein and the information reasonably available to such officer at the time such Projections were made and shall describe any changes therein and state that such changes shall not, individually or in the state in which aggregate, reasonably be expected to have a Material Adverse Effect; (xxiv) copies of each such Person is organized, which certificates shall be of the Transaction Documents certified as of the Closing Date by a Responsible Officer (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on as being true and correct copies of such documents as of the Closing Date; (ix) legal opinions of (A) Xxxxxx & Xxxxxx LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock as being in full force and Stone, P.L.C., as Michigan counsel to the Credit Parties, effect and (C) Hallthat no material term or condition thereof shall have been amended, Estillmodified or waived after the execution thereof without the prior written consent of the Majority Lenders; (xxv) acknowledgment from C T Corporation System as of the Closing Date with respect to its irrevocable appointment by each Loan Party pursuant to Section 10.14(b); (xxvi) all documentation and other information which the Collateral Agent or any Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to including the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative AgentPatriot Act; and (xxxvii) such other documents, governmental certificates, agreements, certificates and lien searches agreements as any Lender Party the Collateral Agent may reasonably request.

Documentation. The On the Closing Date, the Administrative Agent shall have received each of the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the LendersAgent: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties A certificate of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurancesigned by an Authorized Officer, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (Aw) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)respects, (Bx) the Borrower is in compliance with each of the covenants and conditions hereunder, (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent; (ii) A certificate dated the Closing Date and is continuingsigned by the Secretary or an Assistant Secretary of the Borrower, certifying as appropriate as to: (a) all action taken by 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 (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 the Borrower in each state where organized or qualified to do business; (iii) The 2015A Notes signed by an Authorized Officer of the Issuer and authenticated by the Trustee and the 2015B Notes signed by an Authorized Officer of the Issuer and authenticated by the Trustee; (iv) This Agreement and each of the other Loan Documents signed by an Authorized Officer of the Borrower and Issuer and all conditions precedent set forth in this Section 3.1 have been met or waivedappropriate financing statements; (v) A certificate of the officers of the Issuer covering such matters to the reasonable satisfaction of Note Counsel and the Administrative Agent; (vi) Certified copies of the FERC Order and the IURC Order. (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbencyA written opinion of Note Counsel, (B) authorizing resolutionsdated the Closing Date, (C) organizational documentscovering federal income tax matters relating to interest on the Notes, the defeasance of the bonds being refunded as part of the 2015A Project and 2015B Project, and (D) governmental approvalsother matters, if any, with respect in form and substance acceptable to the Credit Documents to which such Person is a partyAdministrative Agent and its counsel; (viii) certificates A written opinion of good standing counsel for each Credit Party the Borrower, dated the Closing Date and in the state form set forth in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing DateSchedule 4.1(a); (ix) legal opinions A written opinion of (A) Xxxxxx & Xxxxxx LLP, as special counsel to for the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each Issuer in form and substance reasonably acceptable to the Administrative Agent and its counsel; (x) The Tax Certificate signed by an Authorized Officer of the Borrower and Issuer covering such matters to the satisfaction of Note Counsel and the Administrative Agent; (xi) Copy of Internal Revenue Service Form 8038 to be signed and filed by an authorized officer of the Issuer post-closing; and (xxii) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect; (xiii) 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; (xiv) All material consents required to effectuate the transactions contemplated hereby; (xv) Such other documents in connection with such other documents, governmental certificates, agreements, and lien searches transactions as any Lender Party the Administrative Agent or said counsel may reasonably request.

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

Documentation. The Administrative Agent shall have received the followingfollowing documents, duly executed by all the parties thereto, each to be in form and substance reasonably satisfactory to the Administrative Agent and the Lendersits counsel: (i) this Agreement Copies of casualty insurance policies of Borrower, together with loss payable endorsements on Agent's standard form of Loss Payee Endorsement naming Agent as loss payee as its interests may appear, and all attached Exhibits certified copies of the liability insurance policies of Borrower and Schedules and the Notes payable to each Lender requesting its Subsidiaries, together with endorsements naming Agent as a Notecoinsured; (ii) Copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the Guaranty executed by Liens of Agent in the Borrower Collateral and all Subsidiaries existing on evidence in a form acceptable to Agent that such Liens constitute valid and perfected first priority security interests and Liens, subject only to those Permitted Liens which are expressly stated to have priority over the Closing DateLiens of Agent; (iii) Copies of the Security Agreement executed by the Articles of Incorporation of Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreementits Subsidiaries, and (C) any all amendments thereto, certified by the Secretary of State or other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateralappropriate official of its jurisdiction of incorporation; (iv) appropriate UCC and intellectual property search reports Good standing certificates for the Borrower and each of its Subsidiaries reflecting no prior Liens (issued by the Secretary of State or other than Permitted Liens) encumbering appropriate official of Borrower's and each of its Subsidiaries' jurisdiction of incorporation and each jurisdiction where the properties conduct of Borrower's and such Subsidiary's business activities necessitates qualification and in which the failure of Borrower and its Subsidiariessuch Subsidiary's to be so qualified would have a Material Adverse Effect; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required A closing certificate signed by Section 5.3; (vi) a certificate from an authorized officer one of the Borrower principal financial officers of Borrower, dated as of the Closing Date Date, stating that as of such date (Aa) all the representations and warranties of the Borrower set forth in this Agreement Section 8 hereof are true and correct in all material respects (except that on and as of such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)date, (Bb) no Default has occurred Borrower and is continuing; its Subsidiaries are on such date in compliance in all material respects with all the terms and (C) all conditions precedent provisions set forth in this Section 3.1 have been met Agreement and the other Loan Documents, and (c) on such date no Default or waivedEvent of Default exists; (vi) The Security Documents duly executed, accepted and acknowledged by or on behalf of each of the signatories thereto; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, The Other Agreements duly executed and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a partydelivered by Borrower; (viii) certificates The favorable, written opinion of good standing for each Credit Party in counsel to Borrower and its Subsidiaries as to the state in which each such Person is organized, which certificates shall be transactions contemplated by this Agreement and the other Loan Documents; (Aix) dated a date not earlier than 30 days prior Written instructions from Borrower directing the application of proceeds of the Term Loan and of the initial Revolver Loan made to Closing Date or (B) otherwise effective Borrower pursuant to this Agreement on the Closing Date; (ixx) legal opinions Certificates of the Secretary or an Assistant Secretary of Borrower and each of its Subsidiaries certifying (Aa) Xxxxxx & Xxxxxx LLPthat attached thereto is a true and complete copy of the Bylaws of Borrower or such Subsidiary, as special counsel to in effect on the Credit Partiesdate of such certification, (Bb) Millerthat attached thereto is a true and complete copy of the resolutions adopted 113 by the Board of Directors of Borrower or such Subsidiary, Canfieldauthorizing the execution, Paddock delivery and Stone, P.L.C., as Michigan counsel performance of this Agreement and the other Loan Documents to which Borrower or such Subsidiary is a party and the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to consummation of the Credit Partiestransactions contemplated hereby and thereby, and (Dc) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Partiesincumbency and genuineness of the signature of each officer of Borrower or such Subsidiary executing this Agreement or any of the Loan Documents; (xi) Duly executed agreement for the establishment of the Dominion Account and a payment direction agreement with each Lockbox Bank providing for the establishment of the Dominion Account and instructions to each Lockbox Bank as to the application of Payment Items received in the Lockbox upon receipt of a Payment Direction Notice; (xii) Fully paid mortgagee title insurance policies (or binding commitments to issue title insurance policies, marked to Agent's satisfaction to evidence the form of such policy to be delivered after the Closing Date), in standard ALTA form (including a revolving credit endorsement, comprehensive endorsement, tie-in endorsement and such other endorsements as Agent may request), issued by a title insurance company satisfactory to Agent, in an aggregate amount as specified by Agent, insuring the Mortgage to create a valid Lien on the Owned Real Property with no exceptions which Agent shall not have approved in writing and no general survey exceptions; (xiii) As-built surveys with respect to each tract of the Owned Real Property, which surveys shall indicate the following: (a) an accurate metes and bounds or lot, block and parcel description of the Owned Real Property; (b) the correct location of all buildings, structures and other improvements on the Owned Real Property, including, without limitation, all streets, easements, rights of way and utility lines; (c) the location of ingress and egress from the Owned Real Property, and the location of any set- back or other building lines affecting the Owned Real Property; and (d) a certificate by a registered land surveyor in form and substance reasonably acceptable to Agent, certifying to Agent the Administrative Agent; and (x) accuracy and completeness of such survey and to such other documents, governmental certificates, agreements, matters relating to the Owned Real Property and lien searches surveys as any Lender Party may reasonably request.Agent shall require;

Documentation. The Administrative Agent Bank shall have received received, in form and substance satisfactory to Bank, each of the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders:thereto (where applicable): (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteAgreement; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing DateRevolving Line of Credit Note; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralTerm Note; (iv) appropriate UCC and intellectual property search reports for the respective security agreements of Borrower and its Subsidiaries reflecting no prior Liens (each other than Permitted Liens) encumbering the properties Obligor in favor of the Borrower and its SubsidiariesBank; (v) certificates the standby letter of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3credit agreement of Borrower in favor of Bank; (vi) a certificate from an authorized officer the commercial letter of the credit agreement of Borrower dated as in favor of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waivedBank; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a partycontinuing guaranty of Baseline in favor of Bank; (viii) certificates the continuing guaranty of Microanalytics in favor of Bank; (ix) the perfection certificate of the Obligors in favor of Bank (the “Perfection Certificate”); (x) the share purchase agreement with respect to the Acquisition Target and all material documentation related thereto; (xi) financing statements with respect to each Obligor to be filed in each jurisdiction which, in the opinion of Bank, is reasonably necessary to perfect the security interests and liens created by a security agreement of such Obligor in favor of Bank, to the extent such security interests and liens can be perfected by filing; (xii) current searches of appropriate filing offices in the jurisdiction in which each Obligor is organized, has an office or otherwise conducts business (including, but not limited to, secretaries of state and county recorders) showing that no state or federal tax liens have been filed and remain in effect against such Obligor, and that no financing statements or other notifications or filings have been filed and remain in effect against such Obligor, other than those for which Bank has received an appropriate release, termination or satisfaction or those permitted in accordance with this Agreement; (xiii) certificate of the secretary or other appropriate officer of each Obligor (A) certifying that the execution, delivery and performance of this Agreement, the Revolving Line of Credit Note, the Term Note and other documents contemplated hereunder to which such Obligor is a party have been duly approved by all necessary action of the board of directors of such Obligor, and attaching true and correct copies of the applicable resolutions granting such approval, and (B) certifying that attached to such certificate are true and correct copies of such Obligor’s articles of incorporation and bylaws, together with such copies, together with a certification of the names of the officers of such Borrower that are authorized to sign this Agreement, the Revolving Line of Credit Note, the Term Note and other documents contemplated hereunder, together with the true signatures of such officers. Bank may conclusively rely on such certificate until Bank receives a further certificate of the secretary or assistant secretary of such Borrower canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate; (xiv) a certificate of good standing for each Credit Party in Obligor from the Secretary of State (or the appropriate official) of the state in which of formation of each such Person is organizedObligor, which certificates shall be (A) dated a date not earlier more than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) Xxxxxx & Xxxxxx LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (xxv) such other documents, governmental certificates, agreements, and lien searches documents as Bank may require under any Lender Party may reasonably requestother Section of this Agreement.

Documentation. The Administrative Agent shall have received the following, following duly executed (which may be, in the Administrative Agent’s sole discretion, by facsimile or scanned pdf email) by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent Agent, and the Lenderswhere applicable, in sufficient copies for each Lender: (i) this Agreement Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranty, the Security Agreement, and Mortgages encumbering at least 85% (by PV10 value) of the Borrower’s Proven Reserves (as set forth in the Initial Engineering Report), and each of the other Loan Documents, and all attached Exhibits exhibits and Schedules and the Notes payable to each Lender requesting a Noteschedules; (ii) copies, certified as of the Guaranty executed date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower, approving the Loan Documents to which the Borrower is a party, (B) the bylaws of the Borrower, and (C) the certificate of incorporation of the Borrower duly certified by the Borrower and all Subsidiaries existing on the Closing DateSecretary of State of Colorado; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all certificates of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties a Responsible Officer of the Borrower certifying the names and its Subsidiaries; (v) certificates true signatures of insurance naming the Administrative Agent as loss payee with respect officers authorized to property insurancesign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or additional insured with respect to liability insuranceContinuation, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit other Loan Documents to which such Person the Borrower is a party; (viiiiv) certificates of good standing for the Borrower in each Credit Party in the state in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier sooner than 30 days prior to Closing Date the date of this Agreement; (v) appropriate UCC-1 Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (Bvi) insurance certificates naming the Administrative Agent loss payee or additional insured, as applicable, and evidencing insurance that meet the requirements of this Agreement and the Security Instruments, and that are otherwise effective on satisfactory to the Closing DateAdministrative Agent; (vii) the Initial Engineering Report; (viii) A cash flow forecast reviewed by B. X. Xxxxxxx CPA, P.C., in form and substance acceptable to the Administrative Agent; (ix) legal opinions the fee letter dated as of the Closing Date by and between Administrative Agent and Borrower; (Ax) Xxxxxx & Xxxxxx LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the if so requested by Administrative Agent, advance reimbursement for Administrative Agent’s actual or estimated legal fees and other expenses incurred in connection herewith; and (xxi) such other documents, governmental certificates, agreements, agreements and lien searches as the Administrative Agent or any Lender Party may reasonably request.

Documentation. The Administrative Agent shall have received Agent’s receipt of the following, duly each of which shall be originals, telecopies or copies sent by electronic transmission (followed promptly by originals) unless otherwise specified, each properly executed by all a Responsible Officer of the parties theretoBorrower (where applicable), each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteAgreement; (ii) the Guaranty Notes executed by the Borrower and all Subsidiaries existing on the Closing Datein favor of each Lender requesting Notes; (iii) the Security Agreement executed by such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests capacity of each of the Borrower’s Subsidiaries required Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralLoan Documents; (iv) appropriate UCC such documents and intellectual property search reports for certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) such financial information relating to the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming as the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3may request; (vi) a favorable opinion of counsel to the Borrower, addressed to the Administrative Agent and each Lender; (vii) a certificate from an authorized officer of a Responsible Officer of the Borrower dated as of the Closing Date stating that as of such date either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the representations and warranties of the Borrower set forth contained in this Agreement Article V (other than Section 5.22) and contained in each other Loan Document are true and correct in all material respects (except that or, to the extent any such materiality qualifier shall not be applicable to any representations representation and warranties that already are qualified or warranty is modified by materiality or Material Adverse Effect, in all respects) on and as of the text thereof)Effective Date, (B) that no Default exists as of the Effective Date or would result from the effectiveness of this Agreement; (C) that there has occurred and is continuingbeen no event or circumstance since the date of the Audited Financial Statements that has resulted or could reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect; (D) there does not exist any pending or threatened action, suit, investigation or proceeding in any court or before any arbitrator or Governmental Authority that (x) except as disclosed in this Agreement, either individually or in the aggregate, if adversely determined, could reasonably be expected to have a Material Adverse Effect or (y) purports to affect any transaction contemplated under this Agreement or any Loan Document (including, without limitation, the Closing Date Transactions) or the ability of the Borrower to perform its obligations under this Agreement or any Loan Document; and (CE) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) as to a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbencytrue, (B) authorizing resolutions, (C) organizational documents, correct and (D) governmental approvals, if any, with respect to complete copy of the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or Acquisition Agreement (Bincluding all schedules and exhibits thereto) otherwise effective on in effect as of the Closing Effective Date;; and (ix) legal such other assurances, certificates, documents, consents or opinions of (A) Xxxxxx & Xxxxxx LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party Agent or the Required Lenders reasonably may reasonably requestrequire.

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

Documentation. The Administrative Agent shall have received the following, each dated on or before such day, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the LendersAgent: (i) this Agreement Agreement, the Pledge Agreement, a Federal Reserve Form U-1, and all attached Exhibits and Schedules and the Notes a Note payable to the order of each Lender requesting a NoteBank in the amount of such Bank's original Commitment; (ii) certificates from the Guaranty executed by appropriate Governmental Authority certifying as to the good standing, existence and authority of the Borrower in all jurisdictions where the Borrower is organized and all Subsidiaries existing on does business where the Closing Datefailure to so qualify could reasonably be expected to cause a Material Adverse Change; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties certificates from a Responsible Officer of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), respects; (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 3.01 have been met or waivedmet; (viiiv) copies, certified as of the date of this Agreement by a secretary’s certificate from each Credit Party certifying such Person’s Responsible Officer of the Borrower of (A) officers’ incumbencythe resolutions of the Board of Directors of the Borrower approving this Agreement, the Notes, the Pledge Agreement and the other Credit Documents, (B) authorizing resolutionsthe certificate of incorporation and bylaws of the Borrower, and (C) organizational documents, all other documents evidencing other necessary corporate action and (D) governmental approvals, if any, with respect to this Agreement, the Notes, the Pledge Agreement and the other Credit Documents Documents. (v) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of officers of the Borrower authorized to which such Person is a partysign this Agreement, the Notes, the Pledge Agreement, and the other Credit Documents; (viiivi) certificates a favorable opinion of good standing for each Credit Party Locke Purnell Rain Harrell (A Professional Xxxxxxxxxxx), couxxxx xxr the Borrower, substantially in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on form of the Closing Dateattached Exhibit D; (ixvii) legal opinions all certificates evidencing the initial Pledged Shares (to include not less than 29,974,610 NL Shares) and related undated stock powers in favor of (A) Xxxxxx & Xxxxxx LLPthe Agent, as special counsel to duly executed on behalf of the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative AgentBorrower; and (xviii) such other documents, governmental certificates, agreements, and lien searches as any Lender Party the Agent may reasonably request.

Documentation. The On or before the Closing Date, the Administrative Agent and the Lenders shall have received the following, each dated on or before such day, duly executed 41 by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteSchedules; (ii) a Note, if requested by any Lender pursuant to Section 2.02(g) payable to the Guaranty executed by order of such requesting Lender in the Borrower and all Subsidiaries existing on the Closing Dateamount of its Commitment; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateAgreement, together with (A) appropriate UCC-1 financing statements and intellectual property supplemental security agreements, if any, agreements with respect to Intellectual Property that are necessary for filing with to create an Acceptable Lien in the appropriate authoritiesapplicable Borrower’s Party’s interest in such Intellectual Property, (B) certificatesUCC financing statements and any other documents, together agreements or instruments (including lien releases with undated, blank stock powers for each such certificate, representing all of respect to any Collateral currently subject to a Lien other than Permitted Liens) necessary to create an Acceptable Lien in the issued and outstanding Equity Interests of each of Collateral described therein to the Borrower’s Subsidiaries required in connection with the Security Agreementextent described therein, and (C) lien, judgment, and, where customarily conducted, tax searches conducted on the Borrower Parties reflecting no Liens other than Permitted Liens against any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in of the Collateral; (iv) appropriate a Mortgage on each Mortgaged Property, fully notarized, together with (A) evidence that the Mortgage has been recorded (or will be recorded with assurance from the Title Company that it will provide affirmative coverage from the Closing Date) in all places to the extent necessary, to create an Acceptable Lien in the applicable Borrower Party’s interest in the Real Property described therein to the extent described therein, (B) UCC and intellectual property search reports for fixture financings statements, as applicable, (C) a commitment from a title company reasonably acceptable to the Borrower and Collateral Agent, in its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering sole discretion, to issue a title insurance policy assuring the properties Collateral Agent, on behalf of the Borrower Secured Parties, that such Mortgage creates an Acceptable Lien in the applicable Borrower’s Party’s interest in the Real Property described therein, (D) copies of existing surveys and its Subsidiariesmaps or plans of the real estate described in the Mortgage; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3Pledge Agreement; (vi) the Intercreditor Agreement - 2015; (vii) the CAA; (viii) if any deposit account of any Borrower Party is held with a financial institution that is not the Administrative Agent, an agreement or agreements in form and substance reasonably acceptable to the Administrative Agent between the Administrative Agent, the applicable Borrower Party and such other financial institution governing any such deposit accounts (an “Account Control Agreement”) subject to Account Control Agreements pursuant to which the Administrative Agent has an Acceptable Lien; (ix) a certificate from an authorized officer of the Borrower dated as of the Closing Date Borrowers, signed by a Responsible Officer, stating that as of such date (A) all representations and warranties of the Borrower Parties set forth in this Agreement and in the other Credit Facility Documents are or were true and correct in all material respects as of the specified date of such representation or warranty (except provided that such materiality qualifier shall not be applicable apply if such representation or warranty is already subject to any representations and warranties that already are qualified or modified by a materiality in the text thereofqualifier), ; (B) no Default has occurred and is continuing; and (C) all subject to a post-closing letter or waiver thereof, the conditions precedent set forth in this Section 3.1 3.01 have been met met; 42 (x) copies of the certificate or waivedarticles of incorporation, certificate of formation or other equivalent organizational documents, including all amendments thereto, of each Borrower Party, certified as of a recent date by the Secretary of State of the state of its organization; (viixi) a secretary’s certificate from each Credit Party of the Secretary or Assistant Secretary or other officer of the Borrowers certifying such Person’s (A) officers’ incumbencythat attached thereto is a true and complete copy of the by-laws, limited liability company agreement or other equivalent organizational documents of each Borrower Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the members, Board of Directors or applicable governing body of each Borrower Party authorizing resolutionsthe execution, delivery and performance by each Borrower Party of the Credit Facility Documents to which such Borrower Party is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of formation or articles of incorporation or other equivalent organizational documentsdocuments of each Borrower Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (xi) below, and (D) governmental approvals, if any, with respect as to the incumbency and specimen signature of each officer executing any Credit Documents to which such Person is Facility Document, Borrowing Request or any other document delivered in connection herewith on behalf of a partyBorrower; (viiixii) certificates from the appropriate Governmental Authority certifying as to the good standing, status, existence and authority of good standing for each Credit Party in of the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing DateBorrower Parties their respective jurisdictions; (ixxiii) legal such customary favorable opinions of (A) Xxxxxx & Xxxxxx LLP, as special counsel to the Credit Borrowers and the other Borrower Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel addressed to the Credit PartiesAdministrative Agent and the Lenders and concerning such matters as the Administrative Agent may reasonably request; (xiv) a certificate from the Borrowers, (C) Hallsigned on its behalf by the Financial Officer of the Borrowers, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel addressed to the Credit PartiesAdministrative Agent and each of the Lenders regarding the matters set forth in Section 4.17; (xv) a copy of, or a certificate as to coverage under, the insurance policies (“Borrower Insurance Policies”) required by Section 5.04 and the applicable provisions of the Security Documents; (Dxvi) Draya Borrowing Base Certificate dated as of June 26, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to 2015; (xvii) IRS form W-9 of Borrower; (xviii) the Credit Parties, each Fee Letter in form and substance reasonably acceptable satisfactory to the Administrative Agentparties thereto; and (xxix) duly executed Approved Bailee Letters with respect to all Inventory of the Borrower Parties located at locations not owned by a Borrower Party in fee simple, if any; (xx) the Initial Financial Statements; and (xxi) such other documents, governmental certificates, agreements, certificates and lien searches agreements as the Administrative Agent or any Lender Party may reasonably request.. 43

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

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

Documentation. The Administrative Agent Bank shall have received received, in form and substance satisfactory to Bank, each of the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to Credit Parties thereto (other than the Administrative Agent and the Lenders:Bank): (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteAgreement; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing DateLine of Credit Note; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralTerm Loan Note; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its SubsidiariesSecurity Agreement; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3Pledge Agreement; (vi) the Guaranty; (vii) the Deeds of Trust; (viii) the Subordination Agreements; (ix) a certificate from an “pay-off” letter with respect to the Existing B of A Indebtedness executed by a duly authorized officer of the Bank of America, N.A. and all other signatories thereto; (x) such evidence as the Bank may reasonably require to verify that each Credit Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction in which it is required to be qualified to engage in business, including copies of each Credit Party’s organizational documents, certificates of existence, certificates of good standing and/or qualification to engage in business and tax clearance certificates, certified by an officer of the Credit Party; (xi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of officers of the Credit Parties on behalf of such parties as Bank may require to establish the identities of and verify the authority and capacity of each such officer thereof; (xii) a Borrowing Base Certificate evidencing that after provision for refinancing of the Existing B of A Indebtedness, there will exist availability as determined under the Borrowing Base; (xiii) lien searches with respect to the Collateral in form and substance acceptable to Bank in its sole discretion; (xiv) a certificate signed by the responsible officer of Borrower dated certifying (i) that the conditions specified in Section 3.2(a) hereinbelow have been satisfied, (ii) setting forth in form and detail satisfactory to Bank a calculation (A) of the current ratio of Funded Debt to EBITDA as of the Closing Date, (B) a calculation showing a “Fixed Charge Coverage Ratio” (hereinafter defined) of not less than 1.5 to 1 as of the Closing Date; (C) a calculation of “Balance Sheet Leverage” (hereinafter defined) of not less than 6.25 to 1.0 as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvalsA “Tangible Net Worth” (hereinafter defined) of not less than $7,500,000 as of the Closing Date and (iii) that no Event of Default or event or circumstance which with the passage of time, if any, with respect to the Credit Documents to which such Person is a partygiving of notice or both would become an Event of Default has occurred; (viiixv) certificates landlord waivers or subordinations executed by the owner of good standing for each Credit Party in the state any property not owned by Borrower on or in which each such Person Collateral is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Datelocated; (ixxvi) legal opinions the originals of (A) Xxxxxx & Xxxxxx LLPall stock certificates described in Section 3 of the Pledge Agreement, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; andtogether with executed stock powers for each; (xxvii) such other documents, governmental certificates, agreementsreports and evidence of other circumstances, and lien searches events or actions as any Lender Party Bank may reasonably requestrequire in connection with the transactions contemplated hereby or by the other Loan Documents.

Documentation. The Administrative Agent shall have received the following, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent and the LendersAgent: (i) this Agreement and all attached Exhibits and Schedules Amendment duly executed by the Borrower, the Administrative Agent, the Issuing Lender, the Swing Line Lender, each Increasing Lender, each Additional Lender and the Notes payable to Majority Lenders (calculated in accordance with the Commitments set forth on Schedule II attached hereto), and the Acknowledgement and Reaffirmation attached hereto duly executed by each Lender requesting a Noteof the Guarantors; (ii) a Revolving Note payable to each Increasing Lender and each Additional Lender in the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Dateamount of such Lender’s Commitment, as amended hereby; (iii) a Swing Line Note payable to the Security Agreement executed by Swing Line Lender in the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all amount of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security AgreementSwing Line Sublimit Amount, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateralas amended hereby; (iv) appropriate UCC a secretary’s certificate of each Credit Party dated the Amendment Effective Date and intellectual property search reports for certifying (A) that that there have been no changes to the Borrower organizational documents of each such Person since the Effective Date or attaching such amendments and its Subsidiaries reflecting no prior Liens (other than Permitted LiensB) encumbering that attached thereto is a true and complete copy of resolutions, if applicable, authorizing the properties execution and delivery of this Amendment and the Credit Documents executed in connection herewith and the performance of the Borrower Credit Agreement as amended hereby and its Subsidiariesthe other Credit Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the each state in which each such Person is organized, which certificates shall be organized or qualified to do business; (vi) a certificate of an authorized officer of the Borrower dated the Amendment Effective Date and certifying (A) dated a date not earlier than 30 days prior both before and after giving effect to Closing Date or the increase in the Commitments contemplated by Section 2, no Default has occurred and is continuing, (B) otherwise effective on all representations and warranties made by the Closing DateBorrower in the Credit Agreement are true and correct in all material respects, unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date, and (C) the pro forma compliance with the covenants in Sections 6.16 and 6.17 of the Credit Agreement, after giving effect to such increase in the Commitments; (ixvii) a legal opinions opinion of (A) Xxxxxx Fulbright & Xxxxxx LLPXxxxxxxx L.L.P., as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (xviii) such other documents, governmental certificates, agreements, certificates and lien searches agreements as the Administrative Agent or any Lender Party may reasonably request.

Documentation. The Administrative Agent Lender shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other following documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) Xxxxxx & Xxxxxx LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable satisfactory to Lender and its counsel: (A) certified copies of Borrower's casualty insurance policies, together with endorsements naming Lender as loss payee and as mortgagee pursuant to a standard mortgagee clause, and certified copies of Borrower's liability insurance policies, together with endorsements naming Lender as a co-insured; (B) copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the Administrative AgentLiens of Lender in the Collateral and evidence that such Liens constitute valid and perfected security interests and Liens, having the Lien priority specified in Section 4.2 hereof; (C) landlord or warehouseman agreements with respect to all premises leased by Borrower; (D) a copy of the Articles or Certificate of Incorporation of Borrower, and all amendments thereto, certified within 15 days before the closing by the Secretary of State or other appropriate official of its jurisdiction of incorporation; (E) a copy of the bylaws of Borrower, and all amendments thereto, certified as of the closing date by the Secretary of the Borrower; (F) good standing certificates for Borrower, issued within 15 days before the closing by the Secretary of State or other appropriate official of Borrower's jurisdiction of incorporation and each jurisdiction where the conduct of Borrower's business activities or the ownership of its Properties necessitates qualification; (G) a closing certificate signed by the chief executive officer and chief financial officer of Borrower dated as of the date hereof, stating that (i) the representations and warranties set forth in Section 8 hereof are true and correct on and as of such date, (ii) Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement and (iii) on such date no Default or Event of Default has occurred or is continuing; (I) Shareholder Pledge Agreement from Parent, for the benefit of Lender, together with original stock certificates evidencing 100% of the issued and outstanding capital stock of Borrower, together with original stock powers duly executed in blank by Parent; (J) the Other Agreements duly executed and delivered by Borrower and/or the Guarantors, as appropriate; (K) the written opinion of Foutx & Xoorx, X.L.P., counsel to Borrower and Guarantors, regarding Borrower, Guarantors, the Loan Documents and the transactions contemplated by this Agreement and the Other Agreements; (L) Guaranty agreements in form and substance satisfactory to Lender, whereby Borrower unconditionally guarantees payment of all Indebtedness of Sepco and/or Bayou Pumps and/or American MRO to Lender; (M) a letter from counsel to Jeffxxx X. Xxxxxx xxx Pelican State Supply Company, a Louisiana corporation, authorizing Lender to rely on such counsel's written opinion to Parent and Borrower; (N) a collateral assignment of the Agreement and Plan of Reorganization, in form and substance satisfactory to Lender, whereby Borrower and Parent collaterally assign to Lender all of the right, title and interest of Borrower and Parent in the Agreement and Plan of Reorganization, duly executed by Borrower and Parent, and consented to by Jeffxxx X. Xxxxxx xxx Pelican State Supply Company, a Louisiana corporation; (O) Lender shall have received evidence satisfactory to it that each of the conditions precedent set forth in the Agreement and Plan of Reorganization has been satisfied and that the transaction has been concluded in accordance with the terms of the Agreement and Plan of Reorganization and the other Transaction Documents; and (xP) such other documents, governmental certificates, agreements, instruments and lien searches agreements as any Lender Party may shall reasonably requestrequest in connection with the transaction contemplated hereby.

Documentation. The Administrative Agent shall have received on or prior to the Amendment Effective Date each of the following, duly executed each dated the Amendment Effective Date unless otherwise indicated or agreed to by all the parties theretoAdministrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and the LendersAgent: (i) this Agreement Amendment No. 1 executed by the Borrowers and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteHoldings; (ii) the Guaranty Consent and Agreement in the form attached hereto as Exhibit A, executed by each of the Borrower and all Subsidiaries existing on the Closing DateGuarantors; (iii) Acknowledgment and Consents, in the Security Agreement form set forth hereto as Exhibit B (each, a "Lender Consent"), executed by the Borrower and each Subsidiary existing on Lenders constituting the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralRequisite Lenders; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the a Responsible Officer of each Borrower dated as of the Closing Date stating certifying that as of such date both before and after giving effect to this Amendment No. 1: (A) all the representations and warranties of the Borrower set forth in this Article IV (Representations and Warranties) of the Credit Agreement are and in the other Loan Documents shall be true and correct in all material respects (on and as of the Amendment Effective Date with the same effect as though made on and as of such date, except that to the extent such materiality qualifier shall not be applicable to any representations and warranties expressly relate to an earlier date, in which case such representation and warranties shall have been true and correct in all material respects as of such earlier date and except that already are qualified or modified by materiality the representations and warranties made in Section 4.12 (Environmental Matters) of the text thereof), Credit Agreement shall be true and correct in all material respects except for any exceptions thereto that would not be reasonably expected to result in Environmental Liabilities and Costs that would have a Material Adverse Effect; and (B) no Default has or Event of Default shall have occurred and is be continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived;. (viiv) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates favorable opinion of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) Xxxxxx & Xxxxxx LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each Loan Parties in form and substance reasonably acceptable satisfactory to the Administrative Agent, in each case addressed to the Administrative Agent and the Lenders and addressing such matters as any Lender through the Administrative Agent may reasonably request but in any event including an opinion that the consummation of the transactions contemplated by this Amendment do not conflict with any material Contractual Obligations of the Domestic Loan Parties; and (xvi) such other documents, governmental certificates, agreements, and lien searches additional documentation as any Lender Party the Administrative Agent may reasonably requestrequire.

Documentation. The Administrative Agent Bank shall have received received, in form and substance satisfactory to Bank, each of the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders:: fb.us.7363807.04 (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note;This Agreement. (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date;The Revolving Note. (iii) the The Security Agreement executed between Borrowers and Bank. (iv) The Standby Letter of Credit Agreements. (v) The Commercial Letter of Credit Agreements. (vi) Financing statements with respect to each Borrower to be filed in each jurisdiction which, in the opinion of Bank, is reasonably necessary to perfect the security interests and liens created by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, to the extent such security interests and liens can be perfected by filing. (Cvii) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest Current searches of appropriate filing offices in the Collateral;jurisdiction in which the Borrowers are organized, has an office or otherwise conducts business (including but not limited to patent and trademark offices, secretaries of state and county recorders) showing that no state or federal tax liens have been filed and remain in effect against Borrower, and that no financing statements or other notifications or filings have been filed and remain in effect against Borrower, other than those for which Bank has received an appropriate release, termination or satisfaction or those permitted in accordance with this Agreement. (ivviii) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties Certificate of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, secretary or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized other appropriate officer of the each Borrower dated as of the Closing Date stating that as of such date (A) certifying that the execution, delivery and performance of this Agreement, the Revolving Note and other documents contemplated hereunder to which such Borrower is a party have been duly approved by all representations and warranties necessary action of the Borrower set forth in this Agreement board of directors of such Borrower, and attaching true and correct copies of the applicable resolutions granting such approval, and (B) certifying that attached to such certificate are true and correct copies of such Borrower’s articles of incorporation and bylaws, together with such copies, together with a certification of the names of the officers of such Borrower that are authorized to sign this Agreement, the Revolving Note and other documents contemplated hereunder, together with the true signatures of such officers. Bank may conclusively rely on such certificate until Bank receives a further certificate of the secretary or assistant secretary of such Borrower canceling or amending the prior certificate and submitting the signatures of the officers named in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived;further certificate. (viiix) a secretary’s A certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in Borrower from the Secretary of State (or the appropriate official) of the state in which each of formation of such Person is organizedBorrower, which certificates shall be (A) dated a date not earlier more than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) Xxxxxx & Xxxxxx LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and. (x) such Such other documents, governmental certificates, agreements, and lien searches documents as Bank may require under any Lender Party may reasonably requestother section of this Agreement.

Documentation. The Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (ia) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower Borrower, the Original Guarantors, the Administrative Agent, the Collateral Agent, the Swingline Lender, the Revolving Lenders, the Issuing Banks, the Mandated Lead Arrangers, the Bookrunners, the Lead Arranger and the Co-Underwriter, and all attached Schedules; (b) the Security Agreements executed by each Subsidiary existing on Credit Party that owns or operates one or more vessels granting to the Closing DateCollateral Agent for the benefit of the Finance Parties a Lien in earnings from the Mortgaged Revolving Credit Facility Rigs and the Insurance Policies with respect to the Mortgaged Revolving Credit Facility Rigs to secure the Obligations, in each case together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, agreements or instruments necessary to create, perfect or maintain create an Acceptable Security Interest in the Collateralsuch collateral; (ivc) the Rig Mortgages executed by each Credit Party that owns one or more vessels granting a Lien to the Collateral Agent in the Initial Mortgaged Revolving Credit Facility Rigs to secure the Obligations, together with any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Initial Mortgaged Revolving Credit Facility Rigs and the revenues therefrom; (d) certificates from the appropriate UCC Governmental Authority certifying as to the good standing, existence and intellectual property search reports for authority of each of the Borrower and its Subsidiaries reflecting no prior Liens Credit Parties in all jurisdictions where required by the Administrative Agent; (other than Permitted Liense) encumbering the properties certificates from a Responsible Officer of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower such Person set forth in this Agreement and in the other Finance Documents to which it is a party are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), respects; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 Schedule 2 have been met or waivedmet; (viif) copies, certified as of the Closing Date by a secretary’s certificate from Secretary or Assistant Secretary of each Credit Party certifying such Person’s of (A) officers’ incumbencythe resolutions of the Board of Directors of that Credit Party approving the Finance Documents to which it is a party and the transactions contemplated thereby, and (B) authorizing resolutions, (C) organizational documents, all other documents evidencing other necessary corporate action and (D) governmental approvals, if any, with respect to this Agreement and the other Finance Documents; (g) certificates of a Secretary or Assistant Secretary of each of the Credit Parties certifying the names and true signatures of officers of the Credit Parties authorized to sign this Agreement, Utilisation Requests, Renewal Requests, all other notices to be issued pursuant to the Finance Documents and the other Finance Documents to which such Person is Credit Parties are a party; (viiih) certificates of good standing a detailed report from the Parent Company's independent maritime insurance broker with respect to all Insurance Policies in effect with respect to the Initial Mortgaged Revolving Credit Facility Rigs, specifying for each Credit Party in such Insurance Policy the state in which amount thereof, the risks insured against thereby, the name of the insurer and each insured party thereunder and the policy or other identification number thereof, together with a certificate from such Person is organized, which certificates shall be broker certifying that all such Insurance Policies are (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) Xxxxxx & Xxxxxx LLP, as special counsel to the Credit Partiesin full force and effect, (B) Millerare placed with such insurance companies, Canfieldunderwriters or associations, Paddock in such amounts, against such risks, and Stone, P.L.C.in such form, as Michigan are normally issued against by Persons of similar size and established reputation engaged in the same or similar businesses and similarly situated and as are necessary or advisable for the protection of the Collateral Agent as mortgagee and (C) conform with the requirements of this Agreement; (i) a favourable opinion of Baker Botts L.L.P., counsel to the Credit PartiesBorrower, substantially in thx xxxm xx xhe attached Schedule 12; (Cj) Halla favourable opinion of the general counsel of the Parent Company substantially in the form of the attached Schedule 13; (k) a favourable opinion of Herbert Smith, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma English law counsel for the Arrangers substantialxx xx xxx xxxm of Schedule 14; (l) favourable opinions reasonably satisfactory to the Credit Parties, Administrative Agent covering the items in the attached Schedule 15 from local counsel located in Panama and Vanuatu; (Dm) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel a certificate from the chief financial officer of the Parent Company addressed to the Credit PartiesAdministrative Agent and each of the Revolving Lenders, each which shall be in form and in substance reasonably acceptable satisfactory to the Administrative Agent, regarding the matters set forth in Clause 22.26 (Solvency); (n) a certificate from the chief financial officer of the Parent Company addressed to the Administrative Agent and each of the Revolving Lenders, which shall be in form and in substance reasonably satisfactory to the Administrative Agent and shall reaffirm that as of the Closing Date the projections prepared by the Borrower and included in the Confidential Information Memorandum are true and correct in all material respects based upon the assumptions stated therein and the best information reasonably available to such officer at the time such projections were made and shall describe any changes therein and state that such changes shall not, individually or in the aggregate, cause a Material Adverse Change to occur; (o) copies of each of the Merger Documents certified by the Secretary or Assistant Secretary of the Borrower (A) as being true and correct copies of such documents as of the Closing Date, and (B) as being in full force and effect and no material term or condition thereof shall have been amended, modified or waived after the execution thereof without the prior written consent of the Administrative Agent; (p) copies of each promissory note evidencing Intercompany Debt, if any; (q) a copy of the formal report or "management letter" submitted to the Parent Company by its independent accountants in connection with the annual audit made by it of the books of the Parent Company for the fiscal year ending 2001; and (xr) such other documents, governmental certificates, agreements, and lien searches as any Lender acknowledgment from Ince & Co. with respect to its irrevocable appointment by each Credit Party may reasonably requestpursuant to Clause 41.2 (Service of process).

Documentation. The Administrative Agent and the Collateral Agent shall have received the following, following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) counterparts of this Agreement and all attached Exhibits and Schedules and the Notes Agreement, a Note payable to each Lender requesting a Notein the amount of its Commitment, if requested by such Lender, the Guaranty, the Security Agreement, the Intercreditor Agreement, and, subject to Section 5.17, each of the other Loan Documents, including all attached exhibits and schedules; (ii) a favorable opinion of the Guaranty executed by Loan Parties’ counsel dated as of the Borrower and all Subsidiaries existing on date of this Agreement covering matters as the Closing DateAdministrative Agent may reasonably request; (iii) copies, certified as of the Security date of this Agreement executed by the Borrower and a Responsible Officer of each Subsidiary existing on the Closing Date, together with Loan Party of (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authoritiesresolutions of the Board of Directors (or other applicable governing body) of such Loan Party approving the Loan Documents to which it is a party, (B) certificatesthe partnership agreement, together with undatedarticles or certificate of incorporation, blank stock powers for each or certificate of formation (as applicable) and the limited liability company agreement, operating agreement, partnership agreement or bylaws (as applicable) of such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security AgreementLoan Party, and (C) any all other documents, agreements, or instruments documents evidencing other necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC corporate action and intellectual property search reports for the Borrower necessary and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvalsGovernmental Approvals, if any, with respect to the Credit Initial Acquisition, the Loan Documents to which such Person Loan Party is a party and the other transactions contemplated hereby; (iv) certificates of a Responsible Officer of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the other Loan Documents to which such Loan Party is a party; (v) appropriate UCC-1 Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (vi) certificates evidencing the Equity Interests, if any, required in connection with the Security Agreement and powers executed in blank for each such certificate; (vii) insurance certificates in compliance with Section 5.02 and otherwise reasonably satisfactory to the Administrative Agent; (viii) certificates of good standing for each Credit Loan Party in the each state in which each such Person is organized, which certificates certificate shall be (A) dated a date not earlier sooner than 30 days prior to Closing Date or the date of this Agreement and (B) otherwise effective on the Closing Date; (ix) legal opinions a solvency certificate dated as of the date of this Agreement from the Chief Financial Officer or Treasurer of the Borrower in substantially the form attached as Exhibit I; (Ax) Xxxxxx & Xxxxxx LLP, a certificate executed by a Responsible Officer of the Borrower certifying as special counsel to the Credit Partiesmatters set forth in Sections 3.01(e), (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Partiesf), (Ch), (i) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (Dk) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each below; and (xi) a funds flow memorandum in form and substance reasonably acceptable to the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the followingBorrower and the Lenders, and the following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent Agent, and, with respect to this Agreement, all Guaranties and the LendersEnvironmental Indemnities, in sufficient copies for each Lender: (i) this Agreement and all attached Exhibits and Schedules the Notes, the Guaranties and the Notes payable to each Lender requesting a NoteEnvironmental Indemnities; (ii) the Guaranty Security Documents to the extent applicable executed by the Borrower Borrower, the Parent and all Subsidiaries existing on the Closing Dateother Guarantors granting to the Administrative Agent for the benefit of the Lenders an Acceptable Lien in the Collateral, together with stock certificates, stock powers executed in blank, UCC-1 financing statements and any other documents, agreements or instruments necessary or desirable to create an Acceptable Lien in the Collateral, PROVIDED that in the Administrative Agent's discretion certain Security Documents necessary for the granting to the Administrative Agent for the benefit of the Lenders of an Acceptable Lien in Ownership Interests in Persons which are domiciled outside the United States may be executed and delivered within ten (10) Business Days of the Closing; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer a Responsible Officer of the Parent on behalf of the Borrower dated as of the Closing Date stating that as of such date the Closing Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Credit Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), respects; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.01 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, waived in writing; and (D) governmental approvalsto the best of the Borrower's knowledge there are no claims, if anydefenses, with respect counterclaims or offsets against the Lenders under the Credit Documents; (iv) a certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower and each corporation that is either a Guarantor or a general partner or manager of a Guarantor dated as of the date of this Agreement certifying as of the Closing Date (A) the names and true signatures of officers or authorized representatives of the Parent and such other Persons authorized to sign the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) Xxxxxx & Xxxxxx LLP, as special counsel to the Credit Partiescapacity therein indicated, (B) Miller, Canfield, Paddock resolutions of the Board of Directors or the members of the Parent and Stone, P.L.C., as Michigan counsel such other Persons with respect to the Credit Partiestransactions herein contemplated, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel either (x) the copies of the organizational documents of the Parent and such other Persons delivered to the Credit PartiesLenders are still true and correct and have not been amended or modified since such date or (y) copies of any modification or amendment to the organizational documents of the Parent or any such other Persons made since such date, (D) a true and correct copy of the partnership agreement for the Borrower and each Guarantor which is a partnership, (E) a true and correct copy of all partnership, corporate or limited liability company authorizations necessary or desirable in connection with the transactions herein contemplated, and (DF) Draya true and correct copy of the Intercompany Agreement, Dyekmanthe Merger Agreement and the other principal documents being executed in consummation of the Merger, Xxxx & Xxxxxx P.C., as Wyoming counsel and the documents which evidence the MHC Indebtedness; (v) a certificate of the Secretary or an Assistant Secretary of MHRI certifying the current (A) resolutions of the Board of Directors of such Person and the shareholders' vote with respect to the Credit Partiestransactions contemplated in the Merger Agreement and the Registration Statements, each and (B) charter and bylaws of MHRI and any modification or amendment to the articles or certificate of incorporation or bylaws of MHRI; (vi) a certificate of the Secretary or an Assistant Secretary of IHC certifying the current (A) resolutions of the Board of Directors of such Person and the shareholders' vote with respect to the transactions contemplated in the Merger Agreement and the Registration Statements, and (B) charter and bylaws of IHC and any modification or amendment to the articles or certificate of incorporation or bylaws of IHC; (vii) (A) one or more favorable written opinions of DeCampo, Diamond & Ash, special counsel for the Borrower, the Parent, and their Subsidiaries, in a form and substance reasonably acceptable to the Administrative Agent, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve, and (B) such other legal opinions as either of the Administrative Agent shall reasonably request, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve, PROVIDED that in the Administrative Agent's discretion certain legal opinions related to Persons which are domiciled outside the United States may be executed and delivered within ten (10) Business Days of the Closing; (viii) a Compliance Certificate dated as of the Closing Date reflecting for the financial tests covered therein the financial performance for the Borrower for the Rolling Period ended June 30, 2002, together with a certificated pro forma balance sheet of the Parent as of the Closing Date assuming the Merger was consummated and the Pre-Existing Designated Senior Indebtedness had been repaid, duly completed and executed by the Chief Financial Officer or Treasurer of the Parent; (ix) evidence reasonable satisfactory to the Administrative Agent that the Merger and the other transactions contemplated by the Merger Agreement and the Registration Statements have been consummated in accordance with the terms of the Merger Agreement, all Legal Requirements and all corporate and partnership governance requirements; (x) the Equity Inns Letter and the MHC Letter; and (xxi) such other documents, governmental certificates, agreements, and lien searches as any Lender Party the Administrative Agent may reasonably request.

Documentation. The On or before the day on which the initial Borrowing is made or the initial Letters of Credit are issued, the Administrative Agent shall have received the following, following duly executed by all the applicable parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the LendersBanks, and where applicable, in sufficient copies for each Bank: (i) this Agreement and all its attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteSchedules; (ii) a Note payable to the Guaranty executed by order of each Bank in the Borrower and all Subsidiaries existing on the Closing Dateamount of its Commitment; (iii) the Security Agreement executed by the Borrower Documents and each Subsidiary existing on the Closing Dateall their attached Exhibits and Schedules, together with including, without limitation, (A) the Pledge Agreements, (B) the Security Agreements, and (C) the Mortgages; (iv) the Guaranties; (v) stock certificates or, to the extent applicable under the Person's organizational documents, membership or partnership interest certificates required in connection with the Pledge Agreements and stock powers or other transfer documents for each such certificate endorsed in blank to the Administrative Agent; (vi) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary or UCC-3 Financing Statements covering the Collateral for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (ivvii) appropriate UCC and intellectual property search reports for a Notice of Borrowing with respect to the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiariesinitial Borrowing; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (viviii) a certificate from an authorized officer of the Borrower dated as of the Closing Date date of this Agreement from a Responsible Officer stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement and each of the other Credit Documents to which it is a party are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), respects; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.01 have been met or waivedmet; (viiix) certificates of insurance naming the Administrative Agent as loss payee or additional insured, as applicable, evidencing insurance which meets the requirements of this Agreement and the Security Documents; (x) a secretary’s certificate from each Credit Party of the secretary or assistant secretary of the General Partner certifying such Person’s as of the date of this Agreement (A) officers’ incumbencythe existence of the Borrower and the General Partner, (B) authorizing resolutionsthe Borrower Partnership Agreement and the other organizational documents of the Borrower, (C) organizational documentsthe General Partner's Certificate of Organization and Regulations, (D) the resolutions of the General Partner approving this Agreement, the Notes, the other Credit Documents, and the related transactions on behalf of the Borrower, and (DE) governmental approvalsall documents evidencing other necessary corporate, partnership or limited liability company action, if any, with respect to this Agreement, the Notes, and the other Credit Documents executed and delivered on or before the date hereof; (xi) a certificate of a Secretary or an Assistant Secretary of the General Partner of the Borrower certifying the names and true signatures of the officers of the General Partner authorized to sign this Agreement, the Notes, the Notice of Borrowing and the other Credit Documents on behalf of the Borrower; (xii) certificates of the secretary or assistant secretary of each of the Guarantors certifying as of the date of this Agreement (A) the organizational documents of such Guarantor, (B) the resolutions of the governing body of such Guarantor approving this Agreement, the Guaranty, the other Credit Documents to which such Person Guarantor is a party, and the related transactions, and (C) all other documents evidencing other necessary corporate, partnership or limited liability company action, if any, with respect to this Agreement, the Guaranty, and the other Credit Documents to which such Guarantor is a party executed and delivered on or before the date hereof; (viiixiii) certificates of a Secretary or an Assistant Secretary of each Guarantor certifying the names and true signatures of the officers of such Guarantor authorized to sign this Agreement, the Guaranty and the other Credit Documents to which such Guarantors is a party on behalf of such Guarantor; (xiv) certificates of good standing standing, existence, and authority for the Borrower, the General Partner, the Limited Partner, and each Credit Party in of the state Guarantors from each of the states in which the Borrower, the General Partner, the Limited Partner, and each such Person of the Guarantors is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date either organized or (B) otherwise effective on the Closing Datedoes business; (ixxv) legal results of lien, tax, and judgment searches of the UCC Records of the Secretary of State and applicable counties of jurisdictions selected by the Administrative Agent, including, but not limited to, the states of Arizona, Colorado, Idaho, New Mexico, Texas, and Utah from a source acceptable to the Administrative Agent and reflecting no Liens (other than Permitted Liens) against any of the Collateral other than in favor of the Administrative Agent; (xvi) favorable opinions of (Aa) Xxxxxx & Xxxxxx LLPL.L.P., as special outside Texas counsel to the Credit PartiesBorrower and the Guarantors, and (Bb) MillerXxxx Xxxxxx, CanfieldGeneral Counsel of the Borrower and the Guarantors, Paddock and Stone, P.L.C., as Michigan in each case in a form reasonably acceptable to Administrative Agent; (xvii) favorable opinions of outside counsel to the Credit PartiesBorrower and its Subsidiaries in all jurisdictions selected by the Administrative Agent and in which Collateral subject to a Mortgage and Security Agreement is located, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in a form and substance reasonably acceptable to the Administrative Agent; (xviii) the Borrower Financial Statements and the other financial statements or information described in Section 4.05; and (xxix) such other documents, governmental certificates, agreements, documents and lien searches agreements as any Lender Party the Administrative Agent may reasonably request.

Documentation. The Administrative Agent Bank shall have received the following, duly executed by all the parties theretoreceived, in form and substance reasonably satisfactory to Bank, each of the Administrative Agent and the Lendersfollowing, duly executed: (i) this This Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Line of Credit Note;. (ii) the Guaranty executed by the Borrower With respect to Letters of Credit, a Letter of Credit Agreement and all Subsidiaries existing on the Closing Date;Fax Agreement. (iii) From each Loan Party, such assignments of, and amendments to, the Security Agreement executed by Existing Collateral Documents as Bank or the Borrower Collateral Agent may require, pursuant to which, among other things, the Collateral Agent shall be assigned the secured party's interest thereunder to act as collateral agent for and on behalf of Bank and the Noteholders. (iv) Without limiting the foregoing subsection (iii), assignments and amendments of the Tozex Xxxd Mortgage Documents and the Vision Drive Mortgage, in each Subsidiary existing case in form suitable for recording in the applicable county records, pursuant to which, among other things, the Collateral Agent shall be assigned the lienholder's interest thereunder to act as collateral agent for and on behalf of Bank and the Closing Date, together with Noteholders. (Av) appropriate Such UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with UCC-2 financing statement amendments as Bank or the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Collateral Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;may require. (vi) a certificate from an authorized officer of the A deposit account agreement executed by Borrower dated as of the Closing Date stating that as of such date and each financial institution (Aother than Bank) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to with whom any representations and warranties that already are qualified or modified by materiality in the text thereof), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived;Loan Party maintains depository relationships. (vii) a secretary’s certificate from An Amended, Restated and Consolidated Guaranty executed by each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;Guarantor. (viii) certificates Policies of good standing for each Credit Party in title insurance (or endorsements to existing title insurance policies, if available) insuring the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective continued priority of the Liens granted Bank on the Closing Date;Tozex Xxxd Real Property and the Vision Drive Real Property (as such Liens are assigned to the Collateral Agent in connection herewith) after giving effect to recordation of the assignments and amendments described in subsection (iv) above. (ix) legal opinions With respect to each Loan Party, such documentation as Bank may require to establish the due organization, valid existence and good standing of (A) Xxxxxx & Xxxxxx LLPsuch parties, as special counsel their qualification to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each engage in form and substance reasonably acceptable to the Administrative Agent; andbusiness in (x) such The Opinion of Counsel. (xi) Such other certificates, documents, governmental certificatesinstruments, agreements, consents and lien searches opinions as any Lender Party Bank or the Collateral Agent may reasonably requestrequire.

Documentation. The On or before the day on which the initial Borrowing is made or the initial Letters of Credit are issued, the Administrative Agent shall have received the following, following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and each of the LendersBanks, and where applicable, in sufficient copies for each Bank: (i) this Agreement and all its attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteSchedules; (ii) the Guaranty a Note executed by the Borrower and all Subsidiaries existing on payable to the Closing Dateorder of each Bank requesting a Note in the amount of its Commitment; (iii) the Intercreditor Agreement; (iv) the Security Agreement executed by Agreements and all their attached Exhibits and Schedules; (v) amendments to each of the Borrower existing Mortgages in form and each Subsidiary existing on substance reasonably satisfactory to the Closing Date, together with Administrative Agent; (Avi) the Guaranties; (vii) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary or UCC-3 Financing Statements covering the Collateral for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (ivviii) appropriate UCC and intellectual property search reports for a Notice of Borrowing with respect to the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiariesinitial Borrowing, if any; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (viix) a certificate from an authorized officer of the Borrower dated as of the Closing Effective Date from a Responsible Officer stating that as of such date (Aa) all representations and warranties of the Borrower set forth in this Agreement and each of the other Credit Documents to which it is a party are true and correct in all material respects respects; (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), (Bb) no Default has occurred and is continuing; and (Cc) all the conditions precedent set forth in this Section 3.1 3.01 have been met or waivedmet; (viix) a secretary’s certificate dated as of the Effective Date from each Credit Party the Chief Financial Officer of the Borrower as to Solvency of the Borrower and its Subsidiaries on a consolidated basis; (xi) certificate(s) of insurance naming the Collateral Agent as loss payee or additional insured evidencing insurance which meets the requirements of this Agreement and the Security Documents and which is in amount, form and substance and from an issuer satisfactory to the Administrative Agent; (xii) a certificate of the secretary or assistant secretary of the Ultimate General Partner certifying such Person’s as of the Effective Date (Aa) officers’ incumbencythe existence of the Borrower and the General Partner, (Bb) authorizing resolutionsthe Borrower Partnership Agreement, (Cc) the General Partner’s organizational documents, (d) the Ultimate General Partner’s organizational documents, (e) the resolutions of the Ultimate General Partner approving this Agreement, the Notes, and the other Credit Documents and the related transactions, and (Df) all documents evidencing other necessary corporate, partnership or limited liability company action and governmental approvals, if any, with respect to this Agreement and the other Credit Documents executed and delivered on or before the Effective Date; (xiii) a certificate of a Secretary or an Assistant Secretary of the Ultimate General Partner certifying the names and true signatures of the officers of the Ultimate General Partner authorized to sign this Agreement, the Notice of Borrowing and the other Credit Documents on behalf of the Borrower; (xiv) certificates of the secretary or assistant secretary of each of the Guarantors certifying as of the Effective Date (a) the organizational documents of such Guarantor, (b) the resolutions of the governing body of such Guarantor approving this Agreement, the Guaranty, and the other Credit Documents to which such Person Guarantor is a partyparty and the related transactions, and (c) all other documents evidencing other necessary corporate, partnership or limited liability company action and governmental approvals, if any, with respect to this Agreement, the Guaranty, and the other Credit Documents to which such Guarantor is a party executed and delivered on or before the Effective Date; (viiixv) certificates of a Secretary or an Assistant Secretary of each Guarantor certifying the names and true signatures of the officers of such Guarantor authorized to sign this Agreement, the Guaranty and the other Credit Documents to which such Guarantor is a party on behalf of such Guarantor; (xvi) certificates of good standing standing, existence and authority for the Borrower, the General Partner, the Ultimate General Partner and each Credit Party in of the state Guarantors from each of the states in which the Borrower, the General Partner, the Ultimate General Partner and each such Person of the Guarantors is organized, which certificates shall be (A) dated either organized or is qualified to do business as a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Dateforeign entity; (ixxvii) legal opinions results of lien, tax and judgment searches of the UCC Records of the Secretary of State and applicable counties of the States of Texas, Alabama, Delaware, Louisiana, Mississippi, New Mexico and Oklahoma from a source acceptable to the Administrative Agent and reflecting no Liens against any of the Collateral as to which perfection of a Lien is accomplished by the filing of a financing statement other than in favor of the Administrative Agent and Liens permitted by Section 6.01; (Axviii) Xxxxxx & Xxxxxx LLPa favorable opinion of Bxxxx Bxxxx L.L.P., as special outside Texas counsel to the Credit PartiesBorrower and the Guarantors; (xix) a favorable opinion of Taylor, (B) MillerPorter, CanfieldBxxxxx & Pxxxxxxx, Paddock and Stone, P.L.C., as Michigan outside Louisiana counsel to the Credit Parties, Borrower and the Guarantors; (Cxx) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to a certified copy of the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each Note Agreement in form and substance reasonably acceptable satisfactory to the Administrative Agent; and (xxxi) such other documents, governmental certificates, agreements, agreements and lien searches as any Lender Party the Administrative Agent may reasonably request.

Documentation. The Administrative Agent Lender shall have received the followingfollowing documents, duly executed by all the parties thereto, each to be in form and substance reasonably satisfactory to the Administrative Agent Lender and the Lendersits counsel: (iA) this Agreement Certified copies of each Borrower's casualty insurance policies, together with loss payable endorsements on Lender's standard form of loss payee endorsement naming Lender as loss payee, and all attached Exhibits and Schedules and the Notes payable to certified copies of each Borrower's liability insurance policies, together with endorsements naming Lender requesting as a Noteco-insured; (iiB) Copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing under the Guaranty executed by Uniform Commercial Code in applicable jurisdictions necessary to perfect the Borrower Liens of Lender in the Collateral, and all Subsidiaries existing on the Closing DateLiens of Lender in the collateral granted to Lender pursuant to each Subsidiary Security Agreement which Liens are subject to the Uniform Commercial Code, and evidence in a form acceptable to Lender that such Liens constitute valid and perfected security interests and Liens, having the Lien priority specified in Section 4.2(B) hereof; (iiiC) A copy of the Security Agreement executed by the Certificate of Incorporation of each Borrower and each Subsidiary existing on Guarantor, and all amendments thereto, certified by the Secretary of State or other appropriate official of its jurisdiction of incorporation and a true and accurate copy of the By-Laws of each Borrower and each Guarantor in effect as of the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each certified by such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateralcorporation's secretary; (ivD) appropriate UCC and intellectual property search reports Good standing certificates for the each Borrower and its Subsidiaries reflecting no prior Liens (each Guarantor, issued by the Secretary of State or other than Permitted Liens) encumbering the properties appropriate official of the each Borrower's or such Guarantor's jurisdiction of incorporation and each jurisdiction where such Borrower and its Subsidiariesor such Guarantor is qualified as a foreign corporation; (vE) certificates A closing certificate signed by the President and Chief Financial Officer of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, each Borrower and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower each Guarantor dated as of the Closing Date Date, stating that as of such date (Ai) all the representations and warranties of the Borrower set forth in this Agreement Section 8 hereof are true and correct in all material respects (except that on and as of such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)date, (Bii) no Default has occurred each Borrower is on such date in compliance in all material respects with all the terms and is continuing; and (C) all conditions precedent provisions set forth in this Section 3.1 have been met Agreement and (iii) on such date no Default or waivedEvent of Default has occurred or is continuing; (viiF) a secretary’s certificate from Landlord waivers or access agreements duly executed, accepted and acknowledged by or on behalf of each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, of the landlords with respect to the Credit Documents to which such Person locations where a material amount of Collateral is a partylocated; (viiiG) certificates The Other Agreements duly executed and delivered by each required signatory thereto; (H) the favorable written opinion of good standing for each Credit Party (i) X'Xxxxxxxx Graev & Karabell, counsel to Borrowers, substantially in the state in which each such Person is organizedform of Exhibit 10.1(I)(i), which certificates shall (ii) Xxxx & Sharp and (iii) XxXxxxxxxx, Keen & Xxxxxxx. (I) Written instructions from Borrowing Agent on behalf of Borrowers directing the application of proceeds of any Loan to be (A) dated a date not earlier than 30 days prior made pursuant to Closing Date or (B) otherwise effective this Agreement on the Closing Date, and an initial Borrowing Base Certificate from Borrowers reflecting that Borrowers have Eligible Accounts and Inventory in amounts sufficient in value and amount to support Revolving Credit Loans in the amount requested by Borrowers on the date of such certificate; (ixJ) legal opinions Duly executed agreements from each Borrower establishing the Dominion Account for the collection or servicing of the Accounts; (AK) Xxxxxx & Xxxxxx LLPCopies of any and all domestic and foreign governmental consents, authorizations, orders or approvals necessary to permit the effectuation of the transactions contemplated by this Agreement and the Other Agreements and such consents and waivers of third parties that have claims against the Collateral, as special Lender and its counsel to shall reasonably deem necessary; (L) Copies of the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each resolutions in form and substance reasonably acceptable satisfactory to it, of the Administrative AgentBoard of Directors of each Borrower authorizing the execution, delivery and performance of this Agreement, the Loans, Notes, and the Other Agreements on behalf of each Borrower which is a party thereto; (M) Evidence reasonably satisfactory to Lender that (i) no litigation, investigation or proceeding before or by any arbitrator or governmental authority shall be continuing or threatened against any Guarantor or any Borrower or against the officers or directors of any Guarantor or any Borrower (A) in connection with the Loan Documents or any of the transactions contemplated thereby and which, in the reasonable opinion of Lender, is deemed material or (B) which could reasonably be expected to have a Material Adverse Effect on any Borrower; and (ii) no injunction, writ, restraining order or other order of any nature materially adverse to any Borrower or the conduct of its business or inconsistent with the due consummation of the transactions contemplated hereby shall have been issued by any governmental authority; (N) Any Borrower shall have discharged, or simultaneously with (or from the proceeds of) the initial Revolving Credit Loan and Term Loan shall discharge, all of its obligations under its existing financing arrangements with Prior Lender, including, without limitation, costs, fees and expenses in connection therewith; and (xO) such Such other documents, governmental certificates, agreements, instruments and lien searches agreements as any Lender Party may reasonably request.

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

Documentation. The Administrative Agent shall have received the following, following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent Agent, the Collateral Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement and all attached Exhibits and Schedules and the Notes Agreement, a Note payable to each Lender requesting a Notein the amount of its Commitment, if requested by such Lender, the Guaranties, the Pledge Agreement, the Security Agreements, Mortgages encumbering the Borrower’s and the Guarantors’ Proven Reserves and associated Oil and Gas Properties in connection therewith, the Indenture Intercreditor Agreement, assignments of the mortgages and deeds of trust in effect under the Existing Credit Agreement (other than the deed of trust encumbering the Oil and Gas Properties located in Xxxx and Xxxxxxxxx County, Texas) necessary to effectuate, or reflect of public record, the Collateral Agent as the beneficiary or mortgagee, as applicable, under such mortgages and deeds of trust, and all attached exhibits and schedules; (ii) a favorable opinion of the Guaranty executed by Borrower’s and the Borrower Guarantors’ counsel dated as of the date of this Agreement and all Subsidiaries existing on substantially in the Closing Dateform of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as the Administrative Agent may reasonably request; (iii) copies, certified as of the Security date of this Agreement executed by a Responsible Officer of the Borrower of (A) the resolutions of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate or articles of incorporation of the Borrower, (C) the bylaws of the Borrower and each Subsidiary existing on the Closing Date, together with (AD) appropriate UCC-1 financing statements all other documents evidencing other necessary corporate action and intellectual property security agreementsgovernmental approvals, if any, necessary for filing with respect to this Agreement, the appropriate authoritiesNotes, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party, (B) certificatesthe partnership agreement, together with undatedarticles or certificate of incorporation, blank stock powers for each or certificate of formation (as applicable) and the limited liability company agreement, operating agreement, partnership agreement or bylaws (as applicable) of such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security AgreementGuarantor, and (C) any all other documentsdocuments evidencing other necessary corporate action and governmental approvals, agreementsif any, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurancethe Guaranty, or additional insured with respect to liability insurancethe Security Instruments, and covering the Borrower’s and its Subsidiaries’ Properties with other Loan Documents to which such insurance carriers, for such amounts and covering such risks as required by Section 5.3Guarantor is a party; (vi) a certificate from an authorized officer of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) appropriate UCC‑1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (viii) certificates evidencing the Equity Interests, if any, required in connection with the Pledge Agreements and powers executed in blank for each such certificate; (ix) insurance certificates naming the Collateral Agent loss payee or as additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments, and which is otherwise satisfactory to the Administrative Agent; (x) certificates of good standing for the Borrower and the Guarantors in each state in which each such Person is organized or qualified to do business, which certificate shall be (A) dated a date not sooner than 14 days prior to the date of this Agreement and (B) otherwise effective on the Effective Date; (xi) the initial Independent Engineer’s Report dated effective as of a date acceptable to the Administrative Agent; (xii) a certificate dated as of the Closing Date date of this Agreement from the Responsible Officer of the Borrower stating that as of such date (A) all representations and warranties of the Borrower and each Guarantor set forth in this Agreement the Loan Documents are true and correct in all material respects as of such date (except that such materiality qualifier shall not be applicable to any in the case of representations and warranties that already are qualified made solely as of an earlier date or modified by materiality time, which representations and warranties shall be true and correct in the text thereofall material respects as of such earlier date or time), ; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.01 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) Xxxxxx & Xxxxxx LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agentmet; and (xxiii) such other documents, governmental certificates, agreements, agreements and lien searches as any Lender Party the Administrative Agent may reasonably request.

Documentation. The Administrative Collateral Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (iA) this Agreement certified copies of Borrower's casualty insurance policies, together with endorsements naming Collateral Agent and all attached Exhibits Lenders as loss payee and Schedules as mortgagee pursuant to a standard mortgagee clause, and certified copies of Borrower's liability insurance policies, together with endorsements naming Collateral Agent, for the Notes payable to each Lender requesting a Notebenefit of Lenders, as co-insureds thereunder; (iiB) to the Guaranty executed extent required by Collateral Agent, and in the Borrower case of Intellectual Property, to the extent required by Section 9.1(S), copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the Liens of Collateral Agent, for the benefit of Lenders, in the Collateral and evidence that such Liens constitute valid and perfected security interests and that the Liens of Collateral Agent, for the benefit of Lenders, are prior to all Subsidiaries existing on other Liens in the Closing DateCollateral, except for Permitted Liens; (iiiC) the Security Agreement executed landlord or warehouseman agreements with respect to all premises leased by the Borrower and each Subsidiary existing which are disclosed on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralExhibit P attached hereto; (ivD) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties a copy of the Borrower Certificate of Incorporation or other organizational document of each Borrower, and all amendments thereto, certified by the Secretary of State or other appropriate official of its Subsidiariesjurisdiction of incorporation; (vE) certificates a copy of insurance naming the Administrative Agent as loss payee with respect to property insurance, bylaws or additional insured with respect to liability insuranceother governing document of each Borrower, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriersall amendments thereto, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated certified as of the Closing Date by the Secretary of each Borrower; (F) good standing certificates for each Borrower, if applicable, issued by the Secretary of State or other appropriate official of each Borrower's jurisdiction of incorporation and each jurisdiction where the conduct of such Borrower's business activities or the ownership of its Properties necessitates qualification; (G) a closing certificate signed by the Chief Financial Officer of each Borrower dated the Closing Date, stating that (i) the representations and warranties set forth in Section 8 hereof are true and correct on and as of such date, (ii) Borrower is on such date (A) in compliance with all representations the terms and warranties of the Borrower provisions set forth in this Agreement Agreement, (iii) on such date no Default or Event of Default has occurred or is continuing and (iv) all conditions contained in Section 10 hereof have been satisfied; (H) a closing certificate signed by the Chief Financial Officer of the Parent dated the Closing Date, stating that (i) the representations and warranties set forth in Section 8.1 hereof are true and correct in all material respects on and as of such date; and (except that ii) on such materiality qualifier shall not be applicable to any representations and warranties that already are qualified date no Default or modified by materiality in the text thereof), (B) no Event of Default has occurred and or is continuing; . (I) this Agreement and (C) all conditions precedent set forth in this Section 3.1 have been met or waivedthe other Loan Documents duly executed and delivered by the parties thereto; (viiJ) a secretary’s certificate from the favorable, written opinion of Weil Gotshal & Manges LLP, counsel to each Credit Party certifying such Person’s Borrower and each Guarantox, xxxxxxxxx Boxxxxxx, Guarantors, certain Loan Documents acceptable to counsel for Collateral Agent and the transactions contemplated by Loan Documents; 66 (AK) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect endorsements to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party mortgagee title insurance policies issued in connection with the state in which each such Person is organizedOriginal Loan Agreement, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) Xxxxxx & Xxxxxx LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to Majority Lenders, issued by a title insurance company satisfactory to Collateral Agent, each in an amount equal to not less than the Administrative Agentfair market value of the real Property or leasehold interest, as the case may be, subject to the respective Mortgage, insuring the Mortgages, as modified in connection with this Agreement, to create a valid Lien on all real Property and valid Liens on the leasehold interest described therein with no exceptions which Collateral Agent shall not have approved in writing and no survey exceptions; (L) a modification of each Mortgage in form and substance satisfactory to Lenders reflecting the transactions contemplated hereby; and (xM) such other documents, governmental certificates, agreements, documents and lien searches information as any Lender Party may Collateral Agent or Lenders shall reasonably request.

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

Documentation. The Administrative On or before the day on which the initial Borrowing is made or the initial Letters of Credit are issued, the Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, and (except for the Notes and unless otherwise indicated) in sufficient copies for each Lender: (i) this Agreement and all attached Exhibits and Schedules Schedules, and the Notes payable to the order of each Lender requesting a Noteof the Lenders, respectively; (ii) the a Guaranty executed by each of the Borrower and all Subsidiaries existing on the Closing DateBorrower's Subsidiaries; (iii) the Security Agreement executed by Swing Line Note payable to the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all order of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralSwing Line Lender; (iv) appropriate UCC and intellectual property search reports for the letter agreement regarding fees dated as of September 9, 1997, between the Borrower and its Subsidiaries reflecting no prior Liens the Agent (other than Permitted Lienssuch letter agreement to be delivered only to the Agent); (A) encumbering certified copies of (I) the properties resolutions of the Board of Directors of the Borrower and each of its Subsidiaries; Subsidiaries approving this Agreement, the Notes and the other Credit Documents, (vII) certificates the articles or certificate of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, incorporation and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer bylaws of the Borrower dated as and each of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documentsits Subsidiaries, and (DIII) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the other Credit Documents to which such Person is a party; Documents, and (viiiB) certificates of good standing standing, existence and authority for each Credit Party in the state in which each such Person is organized, which certificates shall be Borrower (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Dateone copy only); (ixvi) legal opinions a certificate of the Secretary or an Assistant Secretary of the Borrower and each of its Subsidiaries dated as of the date of this Agreement certifying the names and true signatures of those officers of the Borrower and each of its Subsidiaries who are authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation and the other Credit Documents (A) Xxxxxx & Xxxxxx LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agentone copy only); and (xvii) such other documentsa favorable opinion of Snell & Smith, governmental certificatesA Professional Corporation, agreementscounsel to the Borroxxx xnd xxx Xubsidiaries, dated as of the date of this Agreement and lien searches as any Lender Party may reasonably request.substantially in the form of the attached Exhibit G.

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

Documentation. The Administrative Agent shall have received the following, duly : (a) all of the Loan Documents executed by all the parties a duly elected officer of each VSE Entity party thereto; (b) such financial statements, in form projections, certificates of good standing, corporate resolutions, limited liability company consents, UCC financing statements, opinions, certifications, schedules to be attached to this Agreement and substance such other documents, instruments and agreements as may be reasonably satisfactory to required by the Administrative Agent and the Lenders: Lenders (iincluding all documentation and other information required by bank regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including the Patriot Act); (c) this a copy of the executed Avatas Purchase Agreement and all attached Exhibits and Schedules and related documents evidencing that the Notes payable to each Lender requesting a Note; Avatas Acquisition has been consummated in accordance with the Avatas Purchase Agreement; (iid) the Guaranty an Authorization executed by the Borrower and all Subsidiaries existing on the Closing Date; each Lender; (iiie) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with a third party prepared quality of earnings report (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all which shall include a review of the issued Accounts, general liabilities and outstanding Equity Interests of each books and records of the Borrower’s Subsidiaries required in connection with Avatas Borrowers and applicable Non-Borrower Affiliates); (f) evidence of the Security AgreementVSE Entities' pro forma (calculated as if the Avatas Acquisition has already been consummated, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in calculating Fixed Charges assuming debt service was paid for such period at the Collateral; (iv) appropriate UCC and intellectual property search reports levels set forth herein for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liensfirst year of this Agreement) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated covenant compliance as of the Closing Restatement Date stating (evidencing a Total Funded Debt to EBITDA Ratio of not more than 3.50 to 1.00, and a Fixed Charge Coverage Ratio of at least 1.20 to 1.00) and (g) evidence that the VSE Entities do not have any material Indebtedness except as of such date (A) otherwise permitted pursuant to this Agreement. All documentation relating to the Loan and all representations and warranties of the Borrower set forth in this Agreement are true and correct related transactions must be satisfactory in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) Xxxxxx & Xxxxxx LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (x) such other documents, governmental certificates, agreements, the Lenders and lien searches as any Lender Party may reasonably requesttheir respective counsel.

Documentation. The Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to Certified copy of constating documents of each Lender requesting a Note; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all Obligor; - Resolution of the issued and outstanding Equity Interests Board of Directors of each of the Borrower’s Subsidiaries Obligor; - Any authorization required in connection with the Security transactions contemplated by this Letter Loan Agreement; - ISDA Master Agreement and other documentation for Facility E; - If necessary the Bank’ standard application and indemnity agreement for letters of credit, letters of guarantee or documentary letters credit for each Letter of Credit and (Letter of Guarantee; - MasterCard Agreements with the Bank and other related agreements for Facility D; - All security described in this Letter Loan Agreement under the heading “Security”; - Landlord waivers for the premises leased by the Obligors where the Obligors have requested the Bank to margin inventory; - Promissory notes of the Borrowers, as the Bank may request from time to time; - A copy of the Share Purchase Agreement related to the Bemag Transaction for Facility C) any other documents, agreements, or instruments necessary ; - A copy of the Asset Purchase Agreement related to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual Vermont Transaction for Facility C; - Personal movable property search reports with regard to any movable property registry (or any equivalent register in other jurisdictions where any security, mortgage or debenture are registered) in respect of each Obligor who is granting a security in favour of the Bank in all relevant jurisdictions; - Release and mainlevée or satisfactory priority agreements for the Borrower and its Subsidiaries reflecting no all prior ranking Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) Encumbrances; - Updated certificates of insurance for each Borrower naming the Administrative Agent Bank as first loss payee with respect payee; - Environmental evaluation by a firm satisfactory to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate Bank confirming satisfactory status of any immovable property; - Opinion from an authorized officer legal counsel of the Borrower dated as Obligors pertaining to due authorization, execution, delivery and enforceability of the Closing Date stating that as of documents executed by such date (A) all representations and warranties Obligors pursuant to this Letter Loan Agreement or in respect of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), (B) no Default has occurred and is continuingFacilities; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to - Such other documents as the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) Xxxxxx & Xxxxxx LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party Bank may reasonably requestrequire.

Documentation. The Administrative Agent Lenders shall have received received, in form and substance satisfactory to each Lender, each of the following, duly executed and acknowledged where appropriate by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteThis Agreement; (ii) the Guaranty executed Notes issued to each Lender reflecting the Loans made by the Borrower and all Subsidiaries existing on the Closing Datesuch Xxxxxx; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral[reserved]; (iv) appropriate the Collateral Documents, together with such UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties financing statements, evidence of the book-entry issuance of 150,000 shares of Borrower Common Stock, and its Subsidiariesstock powers, original promissory notes, notices of security interest to be filed in the United States Patent and Trademark Office and other instruments and documents required to be delivered under the Collateral Documents or as the Collateral Agent may otherwise determine to be necessary or reasonably appropriate to perfect the Liens granted thereunder, all in form and substance acceptable to the Collateral Agent; (v) certificates specimen signatures certified by an appropriate officer of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3each Credit Party; (vi) a certificate from an authorized officer Organization Documents and resolutions of the Borrower board of directors, or equivalent governing body, of each Credit Party, together with such other documents and certificates as the Lenders or their counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization of the Transactions and any other legal matters relating to the Credit Parties, the Loan Documents or the Transactions; (vii) UCC and other search results required by the Lenders; (viii) certificates, dated as of the Closing Date stating that as of such date (A) all representations and warranties Date, of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect chief financial officer of Xxxxxxxx as to the Solvency of the Credit Documents Parties (after giving effect to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing DateTransactions); (ix) legal opinions of the SBA Forms 480, 652 and 1031 (AParts A and B) Xxxxxx & Xxxxxx LLP, as special counsel completed by Xxxxxxxx with respect to the Credit PartiesLoans; (x) the Small Business Administration Economic Impact Assessment completed by Xxxxxxxx, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably satisfactory to the Lenders; (xi) a funds flow memorandum in form and substance satisfactory to the Lenders that will provide, among other things, for the payoff of the EIDL loan obtained by the Borrower; (xii) documentation authorizing the Lenders to draft interest payments under the Loans from a checking account of the Borrower in form and substance acceptable to the Administrative AgentLenders; (xiii) evidence of insurance complying with the requirements of Section 6.7; and (xxiv) such other documents, governmental certificates, agreements, and lien searches documents as any Lender Party the Lenders may reasonably requestrequire.

Documentation. The Administrative Agent Lender shall have received the followingfollowing documents, each to be in form and substance satisfactory to Lender: 6.1.1 The original Note, duly executed by Borrower, and the original Guaranty Agreement duly executed by the Guarantor; 6.1.2 Multiple original counterparts of each of the Security Documents, including, without limitation, the Security Documents listed in Section 1.5, with evidence that the Security Documents intended to be recorded have been duly recorded, or that arrangements satisfactory to Lender have been made for such recordation, in each Office where such recordation, in each office where such recordation is necessary; 6.1.3 Multiple original counterparts of the Environmental Indemnity Agreement executed by Borrower and Guarantor (the “Environmental Indemnity Agreement”); 6.1.4 A solvency certificate of Borrower and Guarantor; 6.1.5 Such UCC-1 financing statements as may be required by the Lender; 6.1.6 Original written opinions of counsel covering the State of Delaware and each State in which any part of the Timberlands is located in form and substance satisfactory to the Lender with respect to the transactions contemplated by this Agreement, including, without limitation, the enforceability of the Loan Documents executed by the Borrower and Guarantor. 6.1.7 Certificates of Liability Insurance evidencing liability insurance in the amount of $5,000,000 in form and substance acceptable to Lender for all insurance required hereunder or otherwise carried by Borrower, and, upon the parties theretorequest of Lender certified copies of Borrower’s insurance policies, together with an endorsement naming the Lender as additional insured, as its interests may appear, under the liability policy, and a mortgagee loss payee endorsement under the property policy, and such other endorsements as the Lender may reasonably require, which endorsements shall be in form and substance reasonably satisfactory to the Administrative Agent Lender; 6.1.8 Copies of all filing receipts or acknowledgments issued by any Governmental Authority to evidence any filing or recordation necessary to perfect the Liens of the Lender in the Collateral and evidence in a form acceptable to the Lenders:Lender that such Liens constitute valid and perfected first priority Liens, provided that, to the extent that gap coverage has been provided pursuant to Lender’s Title Policy with respect to any such filing or recordation or such filing consists of a Uniform Commercial Code Financing Statement, such filing receipts or acknowledgments may be delivered within a reasonable time after the Closing; 6.1.9 Certificates of a duly authorized officer or Manager of each Borrower and Guarantor certifying (i) that attached thereto is a true and complete copy of the Certificate of Formation and Operating Agreement, or Articles of Incorporation and Bylaws, as applicable, and all other organizational documents of such entity, as amended to the date of such certification, (ii) that attached thereto are true and complete copies of consents executed and delivered by the officers and Manager of each Borrower and Guarantor authorizing the execution, delivery and performance of this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Loan Documents to which such Person entity is a party; , (viiiiii) certificates that attached thereto is a true and complete copy of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions organizational documents of (A) Xxxxxx & Xxxxxx LLPManager, as special counsel amended to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Partiesdate of such certification, and (Div) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Partiesincumbency, authority and genuineness of the signature of each in form officer of Borrower executing this Agreement or any of the other Loan Documents to which Borrower or Guarantor is a party, and substance reasonably acceptable to the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches authority documents as any Lender Party may reasonably request.be requested by Lender;

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

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

Documentation. The Administrative Agent Lenders shall have received received, in form and substance satisfactory to each Lender, each of the following, duly executed and acknowledged where appropriate by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteThis Agreement; (ii) the Guaranty executed Notes issued to each Lender reflecting the Loans made by the Borrower and all Subsidiaries existing on the Closing Datesuch Xxxxxx; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral[reserved]; (iv) appropriate the Collateral Documents, together with such UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties financing statements, evidence of the book-entry issuance of 150,000 shares of Borrower Common Stock, and its Subsidiariesstock powers, original promissory notes, notices of security interest to be filed in the United States Patent and Trademark Office and other instruments and documents required to be delivered under the Collateral Documents or as the Collateral Agent may otherwise determine to be necessary or reasonably appropriate to perfect the Liens granted thereunder, all in form and substance acceptable to the Collateral Agent; (v) certificates specimen signatures certified by an appropriate officer of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3each Credit Party; (vi) a certificate from an authorized officer Organization Documents and resolutions of the Borrower board of directors, or equivalent governing body, of each Credit Party, together with such other documents and certificates as the Lenders or their counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization of the Transactions and any other legal matters relating to the Credit Parties, the Loan Documents or the Transactions; (vii) UCC and other search results required by the Lenders; (viii) certificates, dated as of the Closing Date stating that as of such date (A) all representations and warranties Date, of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect chief financial officer of Xxxxxxxx as to the Solvency of the Credit Documents Parties (after giving effect to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing DateTransactions); (ix) legal opinions of the SBA Forms 480, 652 and 1031 (AParts A and B) Xxxxxx & Xxxxxx LLP, as special counsel completed by Borrower with respect to the Credit PartiesLoans; (x) the Small Business Administration Economic Impact Assessment completed by Xxxxxxxx, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably satisfactory to the Lenders; (xi) a funds flow memorandum in form and substance satisfactory to the Lenders that will provide, among other things, for the payoff of the EIDL loan obtained by the Borrower; (xii) documentation authorizing the Lenders to draft interest payments under the Loans from a checking account of the Borrower in form and substance acceptable to the Administrative AgentLenders; (xiii) evidence of insurance complying with the requirements of Section 6.7; and (xxiv) such other documents, governmental certificates, agreements, and lien searches documents as any Lender Party the Lenders may reasonably requestrequire.

Documentation. The Administrative Agent shall have received parties will execute a definitive Purchase and Sale Agreement containing such terms and conditions as are appropriate in transactions of this type not to contradict the following, duly executed by all terms and conditions of this Turbine Term Sheet (the parties thereto, in form "Turbine Purchase Agreement"). The Turbine Purchase Agreement will contain standard corporate representations and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note; (ii) the Guaranty executed warranties by the Borrower parties. The Turbine Purchase Agreement will require ENA to cause all liens and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementsencumbrances, if any, necessary to be released from the Turbines prior to the delivery to EI Designee. The Turbine Purchase Agreement will contain a requirement for filing with ENA to transfer or otherwise give to EI Designee such representations and warranties and similar rights that ENA received from the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all manufacturer of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee Turbines. The Turbine Purchase Agreement will contain provisions with respect to property insuranceliquidated damages and limitations on damages and such agreement will be governed by the laws of the State of Texas. [THE LETTER, INCLUDING THIS TERM SHEET, IS NOT INTENDED TO BE COMPLETE AND ALL‑INCLUSIVE OF THE TERMS OF THE PROPOSED TRANSACTION, BUT DOES CREATE A BINDING OBLIGATION TO NEGOTIATE IN GOOD FAITH THE DEFINITIVE AGREEMENTS COVERING THE SUBJECT MATTER HEREOF.], a _________ corporation ("Seller") hereby sells, transfers, assigns, conveys and delivers to Enron International Power Barge Limited, a Cayman Islands corporation ("Buyer"), its successors and assigns forever, free and clear of all claims, liens or additional insured with respect to liability insuranceencumbrances, all of Seller’s right and title to, and covering interest in, the Borrower’s turbine generators and other items of personal property listed on Schedule 1 hereto (the "Equipment"), along with any and all applicable manufacturer warranties, representations or similar rights concerning the Equipment. To have and to hold the same and each and all thereof unto Buyer, its successors and assigns forever, to its and their own use and benefit forever. Seller does hereby bind itself, and its Subsidiaries’ Properties with such insurance carrierssuccessors and assigns, for such amounts to warrant and covering such risks as required forever defend the good and marketable title to the Equipment transferred by Section 5.3; (vi) a certificate from an authorized officer this Bill of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)Sale, (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documentsunto Buyer, and (D) governmental approvalsits successors and assigns, if anyagainst every person whomsoever lawfully claiming or to claim the same or any part thereof. SELLER MAKES NO OTHER WARRANTIES, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organizedEXPRESS OR IMPLIED, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) Xxxxxx & Xxxxxx LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably requestAND SPECIFICALLY EXCLUDES ANY WARRANTY OF FITNESS FOR PURCHASER’S PARTICULAR PURPOSE. SELLER DISCLAIMS ALL ORAL WARRANTIES.

Documentation. The Administrative Agent shall have received Agent’s receipt of the following, duly each of which shall be originals or facsimiles or electronic copies (including “PDF” and “TIFF” files) (followed promptly by originals) unless otherwise specified, each properly executed by all a Responsible Officer of the parties theretosigning Loan Party, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) a counterpart of this Agreement Amendment, duly executed and all attached Exhibits and Schedules delivered by the Borrowers, the Subsidiary Guarantors, the L/C Issuer and the Notes payable to each Lender requesting a NoteRequired Lenders; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Guaranty executed by Administrative Agent may require evidencing (A) the Borrower identity, authority and all Subsidiaries existing on capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and (B) the Closing Dateapproval of such Loan Party to the increase in the Aggregate Commitments provided hereunder; (iii) such documents and certifications as the Security Agreement executed by Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the Borrower conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (iv) a favorable opinion of Fried, Frank, Harris, Shriver and Xxxxxxxn LLP, xxxxxxl to the Borrowers, and such local counsel to such Loan Parties as the Administrative Agent shall request, in each Subsidiary existing case addressed to the Administrative Agent, on behalf of itself, each Lender and the Closing DateL/C Issuer, together with as to such other matters concerning such Loan Parties, this Amendment and the transactions contemplated hereby as the Administrative Agent may reasonably request; (v) a certificate of a Responsible Officer of each Loan Party either (A) appropriate UCC-1 financing statements attaching copies of all consents, licenses and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries approvals required in connection with the Security Agreementexecution, delivery and performance by such Loan Party and the validity against such Loan Party of this Amendment, and (C) any other documentssuch consents, agreementslicenses and approvals shall be in full force and effect, or instruments necessary to create(B) stating that no such consents, perfect licenses or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3approvals are so required; (vi) a certificate from an authorized officer signed by a Responsible Officer of the Borrower dated as of the Closing Date stating that as of such date Company certifying (A) all representations and warranties a calculation of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)Senior Notes Indenture Secured Debt Cap as of March 31, 2000, (BX) no Default has occurred xxxx xxx Xxan Party EBITDA for the period of four consecutive fiscal quarters of the Company ending March 31, 2014 represents at least 70% of Adjusted Consolidated EBITDA for such period (including the amount and is continuing; percentage of Adjusted Consolidated EBITDA contributed by each Loan Party for such period) and (C) all conditions precedent set forth in this Section 3.1 have been met or waived;that there is no Subsidiary that would constitute a Material Subsidiary as of the end of the period of four consecutive fiscal quarters of the Company ending March 31, 2014 that is not a Loan Party as of the Amendment Effective Date; and (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) Xxxxxx & Xxxxxx LLP, Uniform Commercial Code search results showing only those Liens as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably are acceptable to the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably requestAgent in its reasonable discretion.

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

Documentation. The Administrative Agent Lender shall have received the following, duly executed by all the parties theretoreceived, in form and substance reasonably satisfactory to the Administrative Agent Lender and its counsel, a duly executed copy of this Agreement and the Lendersother Loan Documents, together with such additional documents, instruments and certificates as Lender and its counsel shall require in connection therewith from time to time (provided however that the Supplemental Loan Note, Mortgage, Mortgagee Endorsement and the documents contemplated by subsection (I) below are to be provided contemporaneously with the making of the Supplemental Loan), all in form and substance satisfactory to Lender and its counsel, including, without limitation, the following: (A) Certified copies of Borrower's casualty insurance policies, together with loss payable endorsements on Lender's standard form of Lender Loss Payee and Mortgagee Endorsement naming Lender as lender loss payee and/or mortgagee, as applicable, and certified copies of Borrower's liability insurance policies, together with endorsements naming Lender as additional insured; (B) Certified copies of (i) resolutions of Borrower's board of directors authorizing the execution and delivery of this Agreement and all attached Exhibits and Schedules the Loan Documents and the Notes payable to each Lender requesting a Noteperformance of all transactions contemplated hereby and thereby, (ii) Borrower's by-laws, and (iii) an incumbency certificate of Borrower; (iiC) A copy of the Guaranty executed Articles or Certificate of Incorporation of Borrower, and all amendments thereto, certified by the Borrower and all Subsidiaries existing on the Closing DateSecretary of State or other appropriate official of its jurisdiction of incorporation; (iiiD) the Security Agreement executed Good standing certificate for Borrower, issued by the Borrower Secretary of State or other appropriate official of Borrower's jurisdiction of incorporation and each Subsidiary existing on jurisdiction where the Closing Date, together with conduct of Borrower's business activities or the ownership of its Properties necessitates qualification; (AE) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with A closing certificate signed by the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized chief executive officer of the Borrower dated as of the Closing Date date hereof, stating that (i) the representations and warranties set forth in Section 7 hereof are true and correct on and as of such date, (ii) Borrower is on such date (A) in compliance with all representations the terms and warranties of the Borrower provisions set forth in this Agreement are true and correct in all material respects (except that iii) on such materiality qualifier shall not be applicable to any representations and warranties that already are qualified date no Default or modified by materiality in the text thereof), (B) no Event of Default has occurred and or is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) Xxxxxx & Xxxxxx LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.

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

Documentation. The Administrative Agent Lenders shall have received received, in form and substance satisfactory to each Lender, each of the following, duly executed and acknowledged where appropriate by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteThis Agreement; (ii) the Guaranty executed Notes issued to each Lender reflecting the Loans made by the Borrower and all Subsidiaries existing on the Closing Datesuch Lxxxxx; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral[reserved]; (iv) appropriate the Collateral Documents, together with such UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties financing statements, evidence of the book-entry issuance of 150,000 shares of Borrower Common Stock, and its Subsidiariesstock powers, original promissory notes, notices of security interest to be filed in the United States Patent and Trademark Office and other instruments and documents required to be delivered under the Collateral Documents or as the Collateral Agent may otherwise determine to be necessary or reasonably appropriate to perfect the Liens granted thereunder, all in form and substance acceptable to the Collateral Agent; (v) certificates specimen signatures certified by an appropriate officer of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3each Credit Party; (vi) a certificate from an authorized officer Organization Documents and resolutions of the Borrower board of directors, or equivalent governing body, of each Credit Party, together with such other documents and certificates as the Lenders or their counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization of the Transactions and any other legal matters relating to the Credit Parties, the Loan Documents or the Transactions; (vii) UCC and other search results required by the Lenders; (viii) certificates, dated as of the Closing Date stating that as of such date (A) all representations and warranties Date, of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect chief financial officer of Bxxxxxxx as to the Solvency of the Credit Documents Parties (after giving effect to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing DateTransactions); (ix) legal opinions of the SBA Forms 480, 652 and 1031 (AParts A and B) Xxxxxx & Xxxxxx LLP, as special counsel completed by Bxxxxxxx with respect to the Credit PartiesLoans; (x) the Small Business Administration Economic Impact Assessment completed by Bxxxxxxx, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably satisfactory to the Lenders; (xi) a funds flow memorandum in form and substance satisfactory to the Lenders that will provide, among other things, for the payoff of the EIDL loan obtained by the Borrower; (xii) documentation authorizing the Lenders to draft interest payments under the Loans from a checking account of the Borrower in form and substance acceptable to the Administrative AgentLenders; (xiii) evidence of insurance complying with the requirements of Section 6.7; and (xxiv) such other documents, governmental certificates, agreements, and lien searches documents as any Lender Party the Lenders may reasonably requestrequire.

Documentation. The Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules hereto and the Notes Notes, if requested by the applicable Lenders, payable to each applicable Lender requesting a Noteor its registered assigns; (ii) the Guaranty executed by all Restricted Subsidiaries of the Borrower and all Subsidiaries existing on the Closing Effective Date; (iii) the Pledge and Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateLoan Party, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementsstatements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Pledge and Security Agreement, including, but not limited to, a pledge by the Borrower and Guarantors of any rights, title or interest in the Equity Interest owned by the Borrower and Guarantors, together with any pledged stock or membership interest certificates and pledged notes or instruments, in each case with instruments of transfer in form and substance acceptable to the Administrative Agent and granting the Administrative Agent an Acceptable Security Interest in such Equity Interests, notes or instruments, as applicable; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens Mortgages encumbering not less than 95% (other than Permitted Liensby value) encumbering the properties of the Borrower Loan Parties' Proven Reserves described in the Initial Internal Reserve Report (but excluding any "buildings" or "structures" as described in Regulation H of the Federal Reserve Board that are not material to the operations of the Oil and its SubsidiariesGas Properties comprising such Proven Reserves); (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s 's and its Subsidiaries’ Restricted Subsidiaries Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3that are acceptable to the Administrative Agent; (vi) a certificate from an authorized officer a Responsible Officer of the Borrower dated as of the Closing Effective Date stating that as of such date (A) all representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) only as of such specified date, (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 and in Section 3.2 have been met or waivedmet; (vii) a secretary’s certificate from a Responsible Officer of each Credit Loan Party certifying such Person’s 's (A) officers’ ' incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvalsapprovals other than the Confirmation Order, if any, with respect to the Credit Loan Documents to which such Person is a party; (viii) certificates of good standing for each Credit Loan Party in the each state in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Date Effective Date, or (B) otherwise effective on the Closing Effective Date; (ix) a legal opinions opinion of (A) Xxxxxx Xxxxxxxx & Xxxxxx LLP, Xxxxx LLP as special outside counsel to the Credit Loan Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; (x) a legal opinion of Xxxxxxxx Xxxxxx Law PC, as local Colorado and Wyoming counsel to the Borrower, in form and substance reasonably acceptable to the Administrative Agent; (xi) a reasonably satisfactory Initial Internal Reserve Report (it being agreed that the reserve report dated as of October 1, 2020 previously provided by the Borrower to the Administrative Agent is reasonably satisfactory); (xii) Subject to Section 5.16(c), Account Control Agreements executed by the relevant Loan Party, the Administrative Agent and the depositary bank, securities intermediary or commodity intermediary, as applicable, in form and substance acceptable to the Administrative Agent and creating an Acceptable Security Interest in each Deposit Account, Securities Account and Commodity Account owned by the Loan Parties, in each case, other than Excluded Accounts; and (xxiii) such other documents, governmental certificates, agreements, lien release, UCC-3 financing statements, and lien searches as the Administrative Agent or any Lender Party may reasonably request.