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 the following, duly executed by all the parties theretoand each Lender received, in form and substance reasonably satisfactory to it and its counsel, each of the Administrative Agent following duly executed and the Lendersdelivered: (i) this Agreement each of the Loan Documents and all attached Exhibits and Schedules and Transaction Documents to be executed on the Notes payable to Closing Date (except in each Lender requesting case, any Loan Document or Transaction Document delivery of which was a NotePost-Closing Obligation (as defined in the Existing Credit Agreement)); (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and from 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) Loan Party which is a party to 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 (Loan Documents 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 insuranceUK Guarantor, 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 executed by two (2) authorized officers, or as the context may require, two (2) directors of such date Loan Party (or, with respect to the Japanese Guarantor and the Israeli Guarantor, one such officer or director) certifying and attaching: (A) all representations and warranties copies of the Borrower Organization Documents of such Loan Party, together with all amendments thereto (including, without limitation, a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified (except in respect of the Israeli Guarantor) as of a recent date not more than thirty (30) days prior to the Closing Date by an appropriate official of the jurisdiction of organization of such Loan Party which set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued 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 thereofjurisdiction), (B) no Default has occurred a copy of the resolutions or written consents (1) of such Loan Party authorizing the borrowings hereunder and the transactions contemplated by the Transaction Documents and the Transaction Documents to which such Loan Party is continuingor will be a party, and (2) of such Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document and Transaction Documents to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, including, without limitation, in the case of the Borrower, the “Warrants” (as such term was defined in the Initial Credit Agreement), (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document and Transaction Document (in the case of a Borrower, including, without limitation, Notices of Borrowing and all other notices under the Existing Credit Agreement and the other Loan Documents and Transaction Documents) to which such Loan Party is or will be a party and the other documents executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers, (D) [Reserved], (E) with respect to the Borrower and the Loan Parties that are Subsidiaries organized in the United States or the District of Columbia, a certificate of the Secretary of State or other appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, in each U.S. state of foreign qualification of such Loan Party certifying as of a recent date not more than fifteen (15) days prior to the Closing Date as to the existence or subsistence in good standing of such Loan Party in such jurisdictions, in each case to the extent generally available in such jurisdictions and (F) in the case of the Israeli Guarantor, a certification from the board of directors that pursuant to sections 256(d) and 282 of the Israeli Companies Law, that all approvals, as required under the Israeli Companies Law (including, without limitation, under sections 255, 270-272 and Section 277 thereof) and the Organization Documents of Israeli Guarantor, had been duly obtained for, amongst other things, the transactions contemplated by the Loan Documents and the Transaction Documents; (iii) with respect to the UK Guarantor, a certificate dated as of the Closing Date executed by a director in usual and customary format in the context of loan transactions in the U.K. as agreed between counsel to the Administrative Agent and counsel to the Borrower certifying and attaching: (A) resolutions of its Board of Directors then in full force and effect (i) authorizing the execution, delivery and performance of each Loan Document and the UK Security Documents to which it is party, (ii) authorizing a specified person or persons on its behalf to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the Loan Documents and the UK Security Documents to which it is a party; and (iii) certifying that the guaranteeing of the obligations of the Borrower would not cause any guaranteeing or similar limit binding on it to be exceeded; (B) a specimen signature of each person authorized by the resolution referred to at (A); (C) all conditions precedent set forth in this resolutions of the Borrower as the shareholder of UK Guarantor, approving the execution, delivery and performance of each Loan Document and the UK Security Documents to which UK Guarantor is party; (D) resolution of the Board of Directors of the Borrower as the shareholder of UK Guarantor, approving the resolutions of shareholders referred to at (C); and (E) true, complete and up-to-date copies of the constitutional documents of the UK Guarantor. (iv) evidence of the insurance coverage and endorsements required by Section 3.1 have been met or waived6.13 and the terms of the Collateral Documents and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request; (v) [Reserved]; (vi) evidence of the third-party consents listed on Schedule 5.03 to the Existing Credit Agreement; (vii) a secretary’s certificate from each Credit Party certifying such Person’s customary legal opinion from (A) officers’ incumbencyDxxxxx & Wxxxxxx LLP, as United States counsel to the Loan Parties; (B) authorizing resolutionsCity-Yuwa Partners, as Japanese counsel to the Loan Parties; (C) organizational documentsHxxxxx Fxx & Nxxxxx, and as Israeli counsel to the Loan Parties; and (D) governmental approvalsRxxx Xxxxx LLP, if any, with respect as counsel to the Credit Documents to which such Person is a party;Administrative Agent in England and Wales. (viii) certificates the audited financial statements of good standing Borrower and its Subsidiaries for each Credit Party in the state in which each such Person is organizedfiscal year ending December 31, 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 Agent2019; and (xix) such other documents, governmental certificates, agreements, evidence and lien searches information as any Lender Party may the Administrative Agent reasonably requestrequired.

Documentation. The On or before the day on which the initial Borrowing is made or the initial Letter of Credit is issued, the Administrative Agent and the Lenders shall have received the following, each dated on or before such day, duly executed by all the parties thereto, 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 Revolving Note payable to each Lender in the Guaranty executed by amount of its Revolving Commitment, and the Borrower and all Subsidiaries existing on Swing Line Note payable to the Closing DateSwing Line Lender; (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 agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, agreements or instruments necessary to create, perfect or maintain create an Acceptable Security Interest in the CollateralCollateral described therein; (iv) appropriate UCC and intellectual property search reports the Pledge Agreement 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; (v) certificates of insurance naming a Custodial Agreement executed by the Administrative Agent, the Loan Parties and Custodians selected by the 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; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date from a Responsible Officer of the Borrower stating that as of such date (A) all representations and warranties of the Borrower 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), correct; (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 satisfied by any Loan Party have been met or waivedmet; and (D) the combined Adjusted Consolidated EBITDA of COWS, DDC and their respective Subsidiaries for the period of four fiscal quarters ending on June 30, 2014 is no less than $60,000,000; (vii) 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 secretary’s recent date by the Secretary of State of the state of its organization; (viii) a certificate from of the Secretary or Assistant Secretary of each Credit Loan Party dated the Closing Date and certifying such Person’s (A) officers’ incumbencythat attached thereto is a true and complete copy of the by-laws or other equivalent 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 or other equivalent body of such Loan Party authorizing resolutionsthe execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational documentsdocuments of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to paragraph (vii) above, and (D) governmental approvals, if any, with respect as to the Credit Documents to which incumbency and specimen signature of each officer executing any Loan Document, Notices of Borrowing or any other document delivered in connection herewith on behalf of such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing DateLoan Party; (ix) legal opinions a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (Aviii) above; (x) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each of the Loan Parties in all jurisdictions where reasonably required by the Administrative Agent; (xi) a favorable opinion dated as of the Closing Date of Xxxxxx & Xxxxxx LLP, as special counsel to the Credit Loan Parties; (xii) copies of each of the Transaction Documents certified as of the Closing Date by a Responsible Officer (A) as being true and correct copies of such documents as of the Closing 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, Estillmodified or waived after the execution thereof without the prior written consent of the Administrative Agent; (xiii) a certificate as to coverage under, Hardwickthe insurance policies required by Section 5.06 and the applicable provisions of the Security Documents, Gable, Golden & Xxxxxx, P.C., which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each additional insureds in form and substance reasonably acceptable satisfactory to the Administrative Agent; and (xxiv) a certificate of a Responsible Officer of the Borrower in form and substance satisfactory to the Administrative Agent certifying the calculation of the Leverage Ratio as of June 30, 2014 after giving pro forma effect to the Transactions; (xv) 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 counterparts of this Agreement executed by the followingBorrower, the Guarantors and the Banks, 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, the Notes, all Guaranties and the Lenders:Environmental Indemnity, in sufficient copies for each Bank (except for each Note, as to which one original of each shall be sufficient): (i) this Agreement a Note duly executed by the Borrower and payable to the order of each Bank that has requested the same, all attached Exhibits and Schedules Guaranties, and the Notes payable to each Lender requesting a NoteEnvironmental Indemnity; (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 the Chief Executive Officer, President or Chief Financial 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 to the extent that such materiality qualifier shall not be applicable to any representations and warranties representation or warranty that already are is qualified or modified by materiality shall be true and correct in the text thereofall 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, defenses, counterclaims or offsets by the Borrower, the Parent and any of their Subsidiaries against the Banks under the Credit Documents; (iii) a certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower, each Guarantor, each Subsidiary of the Parent and each general partner or managing member (if any) of each of the foregoing, with respect dated as of the Closing Date certifying as of the Closing Date to the extent applicable (A) the names and true signatures of officers or authorized representatives of the general partner of such Person authorized to sign the Credit Documents to which such Person is a party; (viii) certificates party as general partner 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 PartiesPerson, (B) Millerresolutions of the Board of Directors or the members of the general partner of such Person approving the transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, Canfieldif any, Paddock and Stone, P.L.C., as Michigan counsel with respect to the transactions under the Credit PartiesDocuments and each Credit Document to which it is or is to be a party, (C) Halla true and correct copy of the organizational documents of the general partner of such Person, Estill(D) a true and correct copy of the bylaws, Hardwickoperating agreement, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Partiespartnership agreement or other governing document of such Person, and (DE) Draya true and correct copy of all partnership or other organizational authorizations necessary or desirable in connection with the transactions herein contemplated; (iv) a certificate of the Secretary or an Assistant Secretary of the Parent dated as of the Closing Date certifying as of the Closing Date (A) resolutions of the Board of Directors or the members of the general partner of such Person approving the transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, Dyekmanif any, Xxxx & Xxxxxx P.C.with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (B) the copies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation or bylaws of the Parent made since such date, and (C) that the Parent owns 100% of the general partner interests and at least 70% of the limited partnership interests in the Borrower; (v) a copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each of the Parent, the Borrower and each Guarantor, dated reasonably near (but prior to) the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Person, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Person, and each amendment thereto on file in such Secretary’s office, (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as Wyoming counsel applicable, of such Person on file in such Secretary’s office, (2) such Person has paid all franchise taxes to the Credit Partiesdate of such certificate and (C) such Person is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation; (vi) A copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any of the Parent, the Borrower and each Guarantor owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Change, dated reasonably near (but prior to) the Closing Date, stating with respect to each such Person that such Person is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate; (vii) (A) one or more favorable written opinions of XxXxxxx, Diamond and Ash, Xxxxx & Xxxxxxx, LLP and Hunton & Xxxxxxxx LLP, each special counsel for the Borrower, the Parent, and their Subsidiaries, in a form and substance reasonably acceptable to the Administrative Agent; and, 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 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; (viii) in the event the initial Advance is a LIBOR Advance made on the Closing Date, a breakage indemnity letter agreement executed by the Borrower and dated as of the date of the related Notice of Borrowing in form and substance satisfactory to the Administrative Agent; (ix) any information or materials reasonably required by the Administrative Agent or any Bank in order to assist the Administrative Agent or such Bank in maintaining compliance with (i) the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations; (x) a Compliance Certificate duly executed by a Responsible Officer of the Parent, dated the Closing Date or, if later, the date of the initial Advance, in each case confirming that the Parent is in compliance with the covenants contained in Article VII on such date (including after giving effect to the initial Advance, if any, made on such date); (xi) such other documents, governmental certificates, agreements, and lien searches 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 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, 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 each Lender requesting a Notein the amount of its Commitment, if requested by such Lender, the Guaranty, the Security Agreement, and Mortgages encumbering (A) at least 95% (by value) of the Proven Reserves and the Oil and Gas Properties relating thereto, (B) 95% (by value) of the Loan Parties’ other Oil and Gas Properties, and (C) 100% (by value) of the Original Mortgaged Properties; (ii) the Guaranty Transfer Letters executed in blank by the Borrower and all Subsidiaries existing on applicable Loan Parties (in such number as requested by the Closing DateAdministrative Agent); (iii) Account Control Agreements to the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with extent required under Section 6.26; (iv) (A) appropriate UCC-1 financing statements a favorable opinion of the Loan Parties’ counsel dated as of the date of this Agreement and intellectual property security agreements, if any, necessary for filing (B) local counsel opinions in such jurisdictions where Mortgages need to be filed in order to comply with the appropriate authoritiesrequirements of Section 5.08, in each case, covering matters as the Administrative Agent may reasonably request; (v) copies, certified as of the date of this Agreement by a Responsible Officer of each Loan Party of (A) the resolutions 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 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 Loan Documents to which such Person Loan Party is a party; (vi) 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; (vii) 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; (viii) certificates evidencing the Equity Interests, if any, required in connection with the Security Agreement and powers executed in blank for each such certificate; (ix) insurance certificates in compliance with Section 5.02 and otherwise reasonably satisfactory to the Administrative Agent; (x) 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; (ixxi) legal opinions [Reserved] (xii) 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 K; and (Axiii) 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 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 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 Agent shall have received counterparts of this Agreement executed by the followingBorrower and the Banks, and the following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent Agent, and the Lendersin sufficient copies for each Bank: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note; (ii1) the Guaranty executed by Guaranty, the Borrower and all Subsidiaries existing on Security Agreement, 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 Guarantors Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateralrelated Uniform Commercial Code financing statements; (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 the Chief Executive Officer, President or Chief Financial Officer of the Borrower dated as of the Closing Effective Date stating that as of such date the Effective Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Security Agreements are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), respects; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 have been met or waivedmet; (vii3) a secretary’s certificate from of the Secretary or an Assistant Secretary of the Borrower and each Credit Party Guarantor dated as of the date of this Agreement certifying such Person’s as of the date of this Agreement (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, the names and (D) governmental approvals, if any, with respect true signatures of officers of the Borrower and such Guarantor authorized to sign 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) Millerresolutions of the Board of Directors of such Person with respect to the transactions herein contemplated, Canfieldand (C) copies of the articles or certificate of incorporation and bylaws of such Person; (4) a favorable opinion of Richxxx X. Xxxxxx, Paddock General Counsel to the Borrower and StoneGuarantors, P.L.C.dated as of the Effective Date and in substantially the form of Exhibit H; (5) a favorable opinion of Bracxxxxx & Xattxxxxx, as Michigan L.L.P., counsel to the Credit PartiesAgent, dated as of the Effective Date and in substantially in the form of the attached Exhibit I; (C6) Hallthe audited Consolidated and unaudited consolidating balance sheet of the Borrower and its Subsidiaries as at December 31, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Parties1997, and the related Consolidated and consolidating statements of operations, shareholders' equity and cash flows, of the Borrower and its Subsidiaries for the fiscal year then ended, duly certified by the Chief Financial Officer or Treasurer of the Borrower; (D7) Draya Borrowing Base Certificate dated as of April 30, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to 1998 duly completed and executed by the Credit Parties, each in form and substance reasonably acceptable to Chief Financial Officer or Treasurer of the Administrative AgentBorrower; and (x) 8) such other documents, governmental certificates, agreements, and lien searches as any Lender Party the Agent 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 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 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 the order of each requesting Lender in the amount of its Commitment, the Security Agreements, the Guaranties, the Pledge Agreements, and Mortgages encumbering substantially all of the Borrower's and its Subsidiaries' personal property and encumbering at least 90% of the PV-10 of the Loan Parties' Proven Reserves (as set forth in the Initial Engineering Reports) and Oil and Gas Properties in connection therewith (including the Oil and Gas Properties to be acquired under the Closing Date Acquisition), and each of the other Loan Documents, including the Intercreditor Agreement, and all attached Exhibits exhibits and Schedules and the Notes payable to each Lender requesting a Noteschedules; (ii) a favorable opinion of (A) the Guaranty executed by Borrower's and the Borrower Guarantors' primary counsel dated as of the date of this Agreement in form and all Subsidiaries existing on covering such matters as the Closing DateAdministrative Agent may reasonably request and (B) the Borrower's and the Guarantors' local counsel dated as of the date of this Agreement in form and covering such 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 and each Subsidiary existing on the Closing Date, together with General Partner of (A) appropriate UCC-1 financing statements the resolutions of the board of managers of the General Partner approving the Loan Documents to which the Borrower or the General Partner is a party, (B) the articles or certificate of formation of the General Partner and intellectual property security agreementsthe company agreement of the General Partner, (C) the certificate of limited partnership of the Borrower, (D) the partnership agreement of the Borrower, and (E) all other documents evidencing other necessary corporate action and governmental approvals, if any, necessary for filing with respect to this Agreement, the appropriate authoritiesNotes, and the other Loan Documents; (iv) certificates of the secretary or assistant secretary of the General Partner certifying the names and true signatures of the officers of the General Partner authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower or the General Partner is a party; (v) other than as otherwise required under clause (iii) above, 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) certificates, together with undated, blank stock powers for each the articles or certificate (as applicable) of incorporation (or organization) and bylaws 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 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, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the Closing Date from a Responsible Officer of the Borrower stating that as of such date (A) all representations and warranties of the Borrower 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 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 with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (ix) property insurance certificates evidencing insurance which meets the requirements of this Agreement and the Security Instruments (including business interruption insurance), and which is otherwise satisfactory to the Administrative Agent; (x) the Initial Engineering Reports; (xi) to the extent required in connection with the Pledge Agreements, (A) stock or, to the extent applicable under the Person's organizational documents, membership or partnership interest certificates, and stock powers executed in blank for each such stock certificate endorsed in blank to the Administrative Agent and (B) to the extent such Person is a limited liability company or a limited partnership, copies of its limited liability company agreement, partnership agreement or other similar document the terms of which expressly provide that membership interests or partnership interests, as applicable, in such Person are securities governed by Chapter 8 of the Uniform Commercial Code as in effect in the State of New York; (xii) copies, certified by a Responsible Officer of the Borrower, of all of the Closing Date Acquisition Instruments and all exhibits and schedules thereto, together with all amendments, modifications or waivers thereto in effect as of the date of this Agreement; (xiii) a Compliance Certificate completed and executed by a Responsible Officer of the General Partner showing the calculation of, and Borrower's pro forma compliance with Section 6.17 as of the Closing Date after giving effect to the Closing Date Acquisition and the Borrowings requested and made on the Closing Date; (xiv) 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 organizedorganized 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 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 Agentdate hereof; and (xxv) 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 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 executed a counterpart of this Agreement and 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) executed counterparts of this Agreement from (A) the Borrower and all attached Exhibits each other Loan Party and Schedules and (B) each of the Notes payable to each Lender requesting a NoteLenders; (ii) executed counterparts of the Guaranty executed by Intercreditor Reaffirmation from each of 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 counterparts of each of the Borrower’s Subsidiaries required in connection with Security Documents to be executed and delivered on the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in Closing Date from each of the Collateralparties thereto; (iv) appropriate UCC and intellectual property search reports for a certificate dated the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties Closing Date from a Responsible Officer of the Borrower stating that all representations and its Subsidiarieswarranties of the Loan Parties set forth in Article IV are true and correct as of the Closing Date in all material respects (provided that to the extent any representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty shall be true and correct in all respects); (v) certificates a certificate of insurance naming the Administrative Agent 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 the Organizational Documents of such Loan Party, including all amendments thereto, as loss payee with respect in effect on the Closing Date and at all times since a date prior to property insurancethe date of the resolutions described in clause (B) below, certified by the Secretary of State (or additional insured with respect equivalent Governmental Authority) of the state of its organization, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or Persons performing similar functions) of such Loan Party authorizing the Transactions to liability insurancebe entered into by such Loan Party and that such resolutions have not been modified, rescinded or amended and covering are in full force and effect and (C) as to the Borrower’s incumbency and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3specimen signature of each officer executing any Loan Document or Notices of Borrowing; (vi) a certificate of another officer of each Loan Party dated the Closing Date and certifying as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (v) above; (vii) certificates from an authorized officer the appropriate Governmental Authority certifying as to the good standing, existence and authority of each Loan Party in the jurisdiction of its incorporation or formation; (viii) a certificate from a Financial Officer of the Borrower dated the Closing Date and addressed to the Administrative Agent and each of the Lenders party hereto, which shall be in form and in substance reasonably satisfactory to the Administrative Agent, certifying that the Borrower and its Subsidiaries, taken as a whole, after giving effect to the Tranche B Loans contemplated to be made under this Agreement and the other transactions contemplated hereby and thereby, are Solvent; (ix) an opinion reasonably acceptable to the Administrative Agent, dated the Closing Date, of Cravath, Swaine & Xxxxx LLP, special counsel to the Loan Parties; (x) opinions reasonably acceptable to the Administrative Agent, in each case dated the Closing Date, from local counsel located in each of Delaware, Texas, Oklahoma, Louisiana, Pennsylvania and Vermont; (xi) the Perfection Certificate, dated as of the Closing Date stating that as of such date (A) all representations and warranties executed by a Responsible Officer of the Borrower set forth in this Agreement are true Borrower; and (xii) executed copies of the definitive ABL Documents (and correct in all material respects (except that amendments, supplements, waivers, consents and all other modifications to such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofABL Documents since August 7, 2013), (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 case as 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 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 (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 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 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, 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 counterparts of this Agreement executed by the followingBorrower, the Guarantors and the Banks, 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, the Notes, all Guaranties and the Lenders:Environmental Indemnity, in sufficient copies for each Bank (except for each Note, as to which one original of each shall be sufficient): (i) this Agreement a Note duly executed by the Borrower and payable to the order of each Bank that has requested the same, all attached Exhibits and Schedules Guaranties, and the Notes payable to each Lender requesting a NoteEnvironmental Indemnity; (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 the Chief Executive Officer, President or Chief Financial 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 to the extent that such materiality qualifier shall not be applicable to any representations and warranties representation or warranty that already are is qualified or modified by materiality shall be true and correct in the text thereofall 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, defenses, counterclaims or offsets by the Borrower, the Parent and any of their Subsidiaries against the Banks under the Credit Documents; (iii) a certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower, each Guarantor, each Subsidiary of the Parent and each general partner or managing member (if any) of each of the foregoing, with respect dated as of the Closing Date certifying as of the Closing Date to the extent applicable (A) the names and true signatures of officers or authorized representatives of the general partner of such Person authorized to sign the Credit Documents to which such Person is a party; (viii) certificates party as general partner 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 PartiesPerson, (B) Millerresolutions of the Board of Directors or the members of the general partner of such Person approving the transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, Canfieldif any, Paddock and Stone, P.L.C., as Michigan counsel with respect to the transactions under the Credit PartiesDocuments and each Credit Document to which it is or is to be a party, (C) Halla true and correct copy of the organizational documents of the general partner of such Person, Estill(D) a true and correct copy of the bylaws, Hardwickoperating agreement, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Partiespartnership agreement or other governing document of such Person, and (DE) Draya true and correct copy of all partnership or other organizational authorizations necessary or desirable in connection with the transactions herein contemplated; (iv) a certificate of the Secretary or an Assistant Secretary of the Parent dated as of the Closing Date certifying as of the Closing Date (A) resolutions of the Board of Directors or the members of the general partner of such Person approving the transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, Dyekmanif any, Xxxx & Xxxxxx P.C.with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (B) the copies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation or bylaws of the Parent made since such date, and (C) that the Parent owns 100% of the general partner interests and at least 70% of the limited partnership interests in the Borrower; (v) a copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each of the Parent, the Borrower and each Guarantor, dated reasonably near (but prior to) the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Person, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Person, and each amendment thereto on file in such Secretary’s office, (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as Wyoming counsel applicable, of such Person on file in such Secretary’s office, (2) such Person has paid all franchise taxes to the Credit Partiesdate of such certificate and (C) such Person is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation; (vi) A copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any of the Parent, the Borrower and each Guarantor owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Change, dated reasonably near (but prior to) the Closing Date, stating with respect to each such Person that such Person is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate; (vii) (A) one or more favorable written opinions of XxXxxxx, Diamond and Ash, Xxxxx & Vidovic, LLP and Hunton & Xxxxxxxx LLP, each 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 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; (viii) in the event the initial Advance is a LIBOR Advance made on the Closing Date, a breakage indemnity letter agreement executed by the Borrower and dated as of the date of the related Notice of Borrowing in form and substance satisfactory to the Administrative Agent; (ix) any information or materials reasonably required by the Administrative Agent or any Bank in order to assist the Administrative Agent or such Bank in maintaining compliance with (i) the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations; (x) a Compliance Certificate duly executed by a Responsible Officer of the Parent, dated the Closing Date or, if later, the date of the initial Advance, in each case confirming that the Parent is in compliance with the covenants contained in Article VII on such date (including after giving effect to the initial Advance, if any, made on such date); (i) Evidence as to whether each Hotel Property encumbered by an New York Mortgage is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) pursuant to a standard flood hazard determination form ordered and received by the Administrative Agent and held by the Administrative Agent on behalf of the Banks, and (ii) if such property is a Flood Hazard Property, (A) evidence as to whether the community in which such property is located is participating in the National Flood Insurance Program, (B) the Borrower’s written acknowledgment of receipt of written notification from the Administrative Agent as to the fact that such property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) copies of the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Banks; and (xxii) such other documents, governmental certificates, agreements, and lien searches as any Lender Party the Administrative Agent 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, and the Lendersin sufficient copies for each Lender: (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 DateFee Letter; (iii) the Security Agreement executed Notes (to the extent requested 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 CollateralLender under Section 2.2(g)); (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (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 the Closing Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Credit Documents to which it is a party are true and correct in all material respects (except that to the extent any such materiality qualifier shall not be applicable to any representations representation and warranties that already are warranty is qualified or modified by materiality or reference to Material Adverse Effect, in the text thereofwhich case, such representation and warranty shall be true and correct in all respects), ; (B) the Borrower is not in violation of any of the covenants contained in this Agreement; (C) after giving effect to the Transactions, no Default or Event of Default has occurred and is continuing; (D) no Material Adverse Effect has occurred since December 31, 2013 and (CE) all the conditions precedent set forth in this Section 3.1 have been met met; (v) a certificate of the Secretary or waivedan Assistant Secretary of the Borrower dated as of the date of this Agreement certifying as of the date of this Agreement (A) copies of the articles or certificate of incorporation and bylaws or other organizational documents of the Borrower, together with all amendments thereto, (B) resolutions of the Board of Directors of such Person with respect to the transactions herein contemplated, and (C) the names and true signatures of officers of the Borrower authorized to sign the Credit Documents to which the Borrower is a party (including Notices of Borrowing and requests for Letters of Credit); (vi) certificate of good standing and existence for the Borrower certified by the appropriate governmental officer in its jurisdiction of formation; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, opinions of counsel to the Borrower addressed to the Administrative Agent and (D) governmental approvals, if any, the Lenders with respect to the Borrower, the Credit Documents to which and 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, other matters 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 AgentAgent shall request (which opinions shall expressly permit reliance by permitted successors and assigns of the Administrative Agent and the Lenders); and (xviii) such other documents, governmental certificates, agreements, and lien searches agreements as any Lender Party the Administrative Agent may reasonably request.

Documentation. (a) The Administrative Agent place of closing: The offices of Buyer at 18/F, Zxxxxxxxx Xxxxxxxx X, Xx. 000 Xxxxxx Xxxx, Xxxxxx, XXX 000000. (b) In exchange for payment of the Purchase Price the Seller shall have received provide the following, duly executed by all Buyer with the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lendersfollowing delivery documents: (i) Evidence that all necessary corporate, shareholder and other action has been taken by the Seller to authorise the execution, delivery and performance of this Agreement and all attached Exhibits and Schedules and Agreement; (i) A copy of the Notes payable Seller’s letter to each Lender requesting a Notetheir satellite communication provider cancelling the Vessel’s communications contract which is to be sent immediately after delivery of the Vessel; (ii) the Guaranty executed Any additional documents as may reasonably be required 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 competent authorities of the issued and outstanding Equity Interests of each of the BorrowerBuyer’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 Nominated Flag State for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering purpose of registering the properties Vessel, provided the Buyer notifies the Seller of any such documents as soon as possible after the Borrower and its Subsidiaries; (v) certificates date 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 AgentAgreement; and (xb) such At the time of delivery the Buyer shall provide the Seller with: (i) Evidence that all necessary corporate, shareholder and other documentsaction has been taken by the Buyer to authorise the execution, governmental certificatesdelivery and performance of this Agreement; and (c) If any of the documents listed in Sub-clauses (a) and (b) above are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language. (d) The Parties shall to the extent possible exchange copies, agreementsdrafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by the other party as soon as possible prior to the Vessel’s intended date of delivery. (e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above, the Seller shall also hand to the Buyer the classification certificate(s) as well as all drawings and lien searches as any Lender Party manuals, (excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyer unless the Seller is required to retain same, in which case the Buyer has the right to take copies. (f) Other technical documentation which may reasonably be in the Seller’s possession shall promptly after delivery be forwarded to the Buyer at their expense, if they so request. The Seller may keep the Vessel’s log books but the Buyer has the right to take copies of same. (g) The parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Seller to the Buyer.

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 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: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteAgreement; (ii) the Guaranty executed Notes (to the extent requested by the Borrower and all Subsidiaries existing on the Closing Dateany Lender under Section 2.2(g)); (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 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 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 or Event of Default has occurred and is continuing; and (C) all no Material Adverse Effect has occurred since December 31, 2016 and (D) the conditions precedent set forth in this Section 3.1 have been met or waivedmet; (viiiv) a secretary’s certificate from each Credit Party of the Secretary or an Assistant Secretary of the Borrower dated as of the date of this Agreement certifying such Person’s as of the date of this Agreement (A) officers’ incumbencycopies of the articles or certificate of incorporation and bylaws or other organizational documents of the Borrower, together with all amendments thereto, (B) authorizing resolutionsresolutions of the Board of Directors of such Person with respect to the transactions herein contemplated, and (C) organizational documents, the names and (D) governmental approvals, if any, with respect true signatures of officers of the Borrower authorized to sign the Credit Documents to which such Person the Borrower is a partyparty (including Notices of Borrowing and requests for Letters of Credit); (viiiv) certificates certificate of good standing and existence for each Credit Party the Borrower certified by the appropriate governmental officer 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 Dateits jurisdiction of formation; (ixvi) legal opinions a favorable opinion of each of (A) Xxxxxx & Xxxxxx Xxxxx Lord LLP, as special counsel to the Credit PartiesBorrower, and (B) MillerXxxxx Xxxxxxxxx, Canfield, Paddock and Stone, P.L.C., as Michigan general counsel to of 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 dated as of the Closing Date and in form and substance reasonably acceptable satisfactory to the Administrative Agent; and (xvii) such other documents, governmental certificates, agreements, and lien searches agreements as any Lender Party the Administrative Agent 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 LendersBanks, and in sufficient copies for each Bank: (i) this Agreement and all attached Exhibits and Schedules Amendment duly executed by the Borrower, the Guarantors, the Administrative Agent and the Notes payable to each Lender requesting a NoteBanks; (ii) a certificate of the Guaranty executed Secretary or an Assistant Secretary of the Borrower certifying (A) the Borrower’s certificate of incorporation and by-laws, (B) the names and true signatures of the officers of the Borrower authorized to sign this Amendment and (C) that a true, correct and complete copy of the resolutions of the Borrower’s Board authorizing the transactions contemplated hereby (including, for the avoidance of doubt, the performance of the Credit Agreement by the Borrower Borrower) is attached thereto and all Subsidiaries existing on the Closing Datethat such resolutions are in full force and effect; (iii) a certificate of the Security Agreement executed by the Borrower and Secretary or an Assistant Secretary of each Subsidiary existing on the Closing Date, together with Guarantor certifying (A) appropriate UCC-1 financing statements such Guarantor’s certificate of incorporation and intellectual property security agreements, if any, necessary for filing with the appropriate authoritiesby-laws, (B) certificates, together with undated, blank stock powers for each such certificate, representing all the names and true signatures of the issued and outstanding Equity Interests officers of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, such Guarantor authorized to sign this Amendment and (C) any other documentsthat a true, agreementscorrect and complete copy of the resolutions of such Guarantor’s Board authorizing transactions contemplated hereby (including, or instruments necessary to createfor the avoidance of doubt, perfect or maintain an Acceptable Security Interest the performance of the Credit Agreement by the Guarantor) is attached hereto and that such resolutions are in the Collateralfull force and effect; (iv) appropriate UCC and intellectual property search reports a favorable opinion of Xxxxxx Xxxx & Xxxxxxxx LLP, legal counsel for the Borrower and its Subsidiaries reflecting no prior Liens the Guarantors, and of Hunton Xxxxxxx Xxxxx, Virginia legal counsel for the Borrower and the Guarantors, each dated as of the Fourth Amendment Effective Date, as to the matters concerning the Borrower, the Guarantors and the Credit Documents as the Administrative Agent may reasonably request; and (other than Permitted Liensv) encumbering certificates, telecopy confirmation or electronic transmission, in each case, as of a date reasonably close to the properties date hereof from the Secretary of State of the state of incorporation or formation, as applicable, of each of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent Guarantors as loss payee with respect to property insurance, or additional insured with respect to liability insurance, the existence 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 good standing of the Borrower dated as of and 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 LLPGuarantors, 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 requestapplicable.

Documentation. The Administrative Agent There shall have received been delivered to Sellers 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 A certificate, dated the Closing Date, of the Chairman of the Board, the President or Chief Financial Officer of Buyer confirming the matters set forth in Section 5.2(a) and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note(b) hereof; (ii) Stock certificates, registered in the Guaranty executed by name of each Seller (with the Borrower and all Subsidiaries existing on appropriate restrictive legends), evidencing satisfaction of that portion of the Closing DatePurchase Price in accordance with Section 1.2(a); (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 Buyer certifying, among other things, that attached or appended to such certificate (Ai) appropriate UCC-1 financing statements is a true and intellectual property security agreementscorrect copy of its certificate of incorporation and all amendments thereto, if any, necessary for filing with as of the appropriate authoritiesdate thereof certified by the Secretary of the State of Delaware; (ii) is a true and correct copy of its by-laws as of the date thereof; (iii) is a true copy of all resolutions of its board of directors authorizing the execution, delivery and performance of the Transaction Documents and the Contemplated Transactions; and (Biv) certificates, together with undated, blank stock powers for each such are the names and signatures of its duly elected or appointed officers who are authorized to execute and deliver the Transaction Documents and any certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required document or other instrument 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 Collateralherewith; (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 Evidence of the Borrower good standing and its Subsidiariescorporate existence of Buyer and Parent issued by the Secretary of State of the State of Delaware; (v) certificates A signed opinion of insurance naming Buyer's counsel, dated the Administrative Agent Closing Date and addressed to Sellers, substantially in the form annexed 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 5.3EXHIBIT 5.2A hereto; (vi) a certificate from an authorized officer Copies 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 waivedBuyer Required Consents; (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 An executed copy of the Credit Documents to which such Person is a party;Escrow Agreement; and (viii) certificates An executed 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 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 requestRegistration Rights Agreement.

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the followingBorrower, the Parent 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, the Notes (if required by a Lender) and the Lenders:Guaranty, in sufficient copies for each Lender (except for each Note, as to which one original of each shall be sufficient): (i) this Agreement and all attached Exhibits and Schedules and an executed copy of the Notes payable to each Lender requesting a NoteGuaranty; (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 the Chief Executive Officer, President, Chief Financial Officer or Executive Vice President 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 to the extent that such materiality qualifier shall not be applicable to any representations and warranties representation or warranty that already are is qualified or modified by materiality shall be true and correct in all respects); provided, to the text thereof)extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; and (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; (viiiii) a secretary’s certificate from each Credit Party of the Secretary of the Borrower dated as of the Closing Date certifying such Person’s as of the Closing Date to the extent applicable (A) officers’ incumbencythe names and true signatures of officers or authorized representatives of the Borrower authorized to sign the Credit Documents, (B) authorizing resolutionsresolutions of the board of trustees of Parent, (C) organizational documentsin its capacity as the general partner of the Borrower, approving the transactions herein contemplated and (D) of all documents evidencing other necessary corporate action and governmental approvalsand other third party approvals and consents, if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (C) a true and correct copy of the organizational documents of Borrower, and (D) a true and correct copy of the partnership agreement of the Borrower; (iv) a certificate of the Secretary of the Parent dated as of the Closing Date certifying as of the Closing Date (A) the names and true signatures of officers or authorized representatives of the Parent authorized to sign the Credit Documents, (B) resolutions of the board of trustees of Parent approving the transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (C) a true and correct copy of the organizational documents of Parent, (D) a true and correct copy of the bylaws of the Parent, and (E) that the Parent owns 100% of the general partner interests in the Borrower; (v) a copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each of the Borrower and the Parent, dated reasonably near (but prior to) the Closing Date, certifying (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Person, and each amendment thereto on file in such Secretary’s office, and (B) that such Person is a partyduly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation; (viiivi) certificates a copy of good standing for a certificate of the Secretary of State (or equivalent authority) of each Credit Party in the state jurisdiction in which any of the Parent and the Borrower owns or leases material property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Change, dated reasonably near (but prior to) the Closing Date, stating with respect to each such Person that such Person is organizedduly qualified and in good standing as a foreign corporation, which certificates shall limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate; (vii) (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions favorable written opinion of (A) Xxxxxx Fried, Frank, Harris, Sxxxxxx & Xxxxxx Jxxxxxxx LLP, as special counsel to for the Credit Parties, (B) Miller, Canfield, Paddock Borrower 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 Parent in a form and substance reasonably acceptable to the Administrative Agent, dated as of the Closing Date and with such changes as the Administrative Agent may approve, and (B) a favorable opinion of Vxxxxxx LLP, as special counsel for Parent in a form reasonably acceptable to the Administrative Agent, dated as of the Closing Date and with such changes as the Administrative Agent may approve; (viii) any information or materials reasonably required by the Administrative Agent or any Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the USA Patriot Act (Title III of Pub. L. 107‑56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations, in each case, reasonably requested by such Lender in writing at least ten Business Days prior to the Closing Date; and (xix) a Compliance Certificate duly executed by a Responsible Officer of the Parent, dated the Closing Date that the Parent is in compliance with the covenants contained in Article VII on such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably requestdate.

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: (i) this Agreement A certificate dated the Closing Date, executed by each Seller, confirming the matters set forth in Sections 5.3(a) and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note(b); (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on A certificate, dated the Closing Date, of the Secretary or Assistant Secretary of the Company certifying, among other things, that attached or appended to such certificate (i) is a true and correct copy of the Company's Articles of Incorporation and all amendments thereto, if any, as of the date thereof certified by the Secretary of State of its state of incorporation; and (ii) is a true and correct copy of the Company's by-laws as of the date thereof; (iii) Evidence of the Security Agreement executed good standing and corporate existence of the Company issued by the Borrower Secretary of State of its state of incorporation and evidence that the Company is qualified to transact business as a foreign corporation and is in good standing in 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 state of the issued United States and outstanding Equity Interests of in each other jurisdiction where the character of the Borrower’s Subsidiaries required in connection with property owned or leased by it or the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateralnature of its activities makes such qualification necessary; (iv) appropriate UCC A signed opinion of Sellers' counsel, Akerman, Senterfitt & Xxxxxx, P.A., dated the Closing Date and intellectual property search reports for addressed to Buyer, substantially in the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiariesform annexed hereto as EXHIBIT 5.3A; (v) certificates Copies 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 5.3all Sellers Required Consents; (vi) a certificate from an authorized officer A copy of the Borrower dated as of the Closing Date stating that as of such date (A) Escrow Agreement executed by 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 waivedparties thereto; (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 An executed copy of the Credit Documents to which such Person is a partyRegistration Rights Agreement; (viii) certificates Stock Certificates of good standing each Seller representing the number of Purchased Shares set forth opposite such Seller's name on SCHEDULE 2.1, duly endorsed in blank or accompanied by stock powers duly endorsed in blank and in suitable form 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 transfer to Closing Date or (B) otherwise effective on the Closing DateBuyer by delivery; (ix) legal opinions Possession and control of the Assets of the Company (Aincluding all corporate books, seals, bank accounts, records and documents); (x) Xxxxxx & Xxxxxx LLPThe resignations, dated the Closing Date, of such directors and officers of the Company and each fiduciary of any plan of the Company, as special counsel previously may have been requested by Buyer; (xi) A release of the Company, without any liability to the Credit Parties, (B) Miller, Canfield, Paddock Company 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 Buyer, of Xxxx Xxxxxxxxx as to all sums owed to him in connection with his employment by the Administrative AgentCompany; (xii) Evidence of termination, without any liability to Company and in form and substance reasonably acceptable to Buyer, of all written and oral employment agreements and arrangements with all directors, officers and consultants of the Company, including those listed on SCHEDULE 2.18; (xiii) A termination agreement executed by each Seller terminating the Joint Venture Agreement; (xiv) An executed non-compete agreement with Xxxx Xxxxxxxx, in the form attached hereto as EXHIBIT 5.3B; and (xxv) such other documentsA schedule attached hereto as SCHEDULE 5.3B, governmental certificateslisting the amounts owed to each of First Capital Services, agreements, Inc. and lien searches Xxxxxx Xxxxx as any Lender Party may reasonably requestof the Closing Date.

Documentation. The Administrative Agent shall have received each of the following, each in form and substance satisfactory to Agent, in its sole discretion, and, where applicable, each duly executed by all the parties each party thereto, other than Agent (each of which shall be deemed to constitute a “Loan Document” pursuant to the Credit Agreement): (i) this Amendment or counterparts hereof, as well as completed Exhibits and Schedules hereto; (ii) a solvency certificate, certifying as to the solvency of each of the Loan Parties both before and after the effectiveness of this Amendment and the transactions contemplated hereby; (iii) an executed legal opinion of counsel to the Loan Parties, addressed to the Agent, the LC Issuer and the Lenders in form and substance customary and appropriate for transactions of this type; (iv) any Notes requested by a Lender payable to the order of each such requesting Lender; (v) a customary incumbency certificate from each of Holdings, Managing General Partner and each Borrower certifying as to (i) resolutions duly adopted by the Managing General Partner, its members or any other equivalent body authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to be executed on the Second Amendment Closing Date as so amended or ratified, (ii) copies of its articles or certificate of limited partnership, formation or incorporation, as applicable, together with all amendments thereto, (iii) copies of its bylaws, limited liability company agreement, or partnership agreement, as applicable, (iv) incumbency and specimen signature of each officer executing any Loan Document, and (v) a certificate of good standing (or equivalent certification from the appropriate governmental officer in its jurisdiction of incorporation or organization; (vi) a customary perfection certificate from each Loan Party certifying as to certain collateral matters; and (vii) such other documents, instruments, and agreements as the Agent, the LC Issuer, any Lender or their respective counsel may reasonably request in connection with the transactions contemplated by this Amendment and the other Loan Documents, 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 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. 232 The Administrative Agent shall have received place of closing: Qinhuangdao, Hebei Province, the following, duly executed People's Republic of China or by all the parties theretovirtual meeting, in form the event that a closing in Qinhuangdao is not possible for reasons related to COVID-19 233 (a) In exchange for payment of the Purchase Price and substance reasonably satisfactory all other sums payable the Sellers shall provide the Buyers with the 234 following delivery documents: documents shall be delivered subject to a separate mutual agreement between the Administrative Agent Sellers and the Lenders: Buyers to be reached within 30 (thirty) banking days after this MOA is duly signed, otherwise the Buyers shall be deemed to breach this MOA and the Sellers are entitled to forfeit the Deposit and claim for compensation against the Buyers. 235 (i) this Agreement Legal Bill(s) of Sale in a form recordable in the Buyers’ Nominated Flag State, 236 transferring title of the Vessel and stating that the Vessel is free from all attached Exhibits mortgages, 237 encumbrances and Schedules maritime liens or any other debts whatsoever, duly notarially attested 238 and legalised or apostilled, as required by the Notes payable to each Lender requesting a Note; Buyers’ Nominated Flag State; 239 (ii) Evidence that all necessary corporate, shareholder and other action has been taken by 240 the Guaranty executed by Sellers to authorise the Borrower execution, delivery and all Subsidiaries existing on the Closing Date; performance of this Agreement; 241 (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all Power of Attorney of the issued and outstanding Equity Interests of each Sellers appointing one or more representatives to act on behalf 242 of the Borrower’s Subsidiaries required Sellers in connection with the Security performance of this Agreement, duly notarially attested and legalised 243 or apostilled (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; as appropriate); 244 (iv) appropriate UCC and intellectual property search reports for Certificate or Transcript of Registry issued by the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties competent authorities of the Borrower flag state 245 on the date of delivery evidencing the Sellers’ ownership of the Vessel and its Subsidiaries; that the 246 Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by 247 such authority to the closing meeting with the original to be sent to the Buyers as soon as 248 possible after delivery of the Vessel; 249 (v) certificates Declaration of insurance naming Class or (depending on the Administrative Agent as loss payee with respect Classification Society) a Class Maintenance 250 Certificate issued within three (3) Banking Days prior to property insurance, or additional insured with respect to liability insurance, and covering delivery confirming that the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; 251 Vessel is in Class free of condition/recommendation; 252 (vi) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of 253 deletion appropriate to the Vessel's registry at the time of delivery, or, in the event that 254 the registry does not as a matter of practice issue such documentation immediately, a 255 written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith 256 and provide a certificate from an authorized officer or other official evidence of deletion to the Borrower dated as of Buyers promptly and 257 latest within four (4) weeks after the Closing Date stating that as of such date (A) all representations Purchase Price has been paid 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 Vessel has occurred and is continuing258 been delivered; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; 259 (vii) A copy of the Vessel's Continuous Synopsis Record certifying the date on which the 260 Vessel ceased to be registered with the Vessel's registry, or, in the event that theregistry 261 does not as a secretary’s matter of practice issue such certificate immediately, a writtenundertaking 262 from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, the Sellers to provide the copy of this certificate promptly upon it being issued 263 together with respect evidence of submission by the Sellers of a duly executed Form 2 stating 264 the date on which the Vessel shall cease to be registered with the Credit Documents to which such Person is a party; Vessel's registry; 265 (viii) certificates of good standing Commercial Invoice for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; Vessel; 266 (ix) legal opinions of (ACommercial Invoice(s) Xxxxxx & Xxxxxx LLPfor bunkers, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock lubricating 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, hydraulic oils 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 Agentgreases; and 267 (x) such other documents, governmental certificates, agreements, and lien searches A copy of the Sellers’ letter to their satellite communication provider cancellingthe 268 Xxxxxx’s communications contract which is to be sent immediately after delivery of the 269 Vessel; 270 (xi) Any additional documents as any Lender Party may reasonably requestbe required by the competent authorities of 271 the Buyers’ Nominated Flag State for the purpose of registering the Vessel, provided the 272 Buyers notify the Sellers of any such documents as soon as possible after the date of 273 this Agreement; and. 274 (xii) The Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not 275 black listed by any nation or international organisation. 277 (i) Evidence that all necessary corporate, shareholder and other action has been taken by 278 the Buyers to authorise the execution, delivery and performance of this Agreement; and 279 (ii) Power of Attorney of the Buyers appointing one or more representatives to act on behalf 280 of the Buyers in the performance of this Agreement, duly notarially attested and legalised 281 or apostilled (as appropriate).

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 Tranche A Note payable to the order of each Lender in the amount of its Tranche A Commitment, a Tranche B Note payable to the order of each Lender in the amount of its Tranche B Commitment, the Guaranties, the Pledge Agreements executed by the Parent, Holdings, and the Borrower, the Security Agreements, and Mortgages encumbering substantially all of the Borrower's and its Subsidiaries' Proven Reserves and Oil and Gas Properties in connection therewith, other than the JEDI Collateral, the Intercreditor Agreement, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) favorable opinions of the Borrower's and the Guarantors' respective counsels and of the Administrative Agent's Alabama 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 the Borrower and each Subsidiary existing on the Closing Date, together with 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 of the Borrower approving the Loan Documents to which the Borrower is a party, (B) certificates, together with undated, blank stock powers for each such certificate, representing all the certificate of incorporation and the issued and outstanding Equity Interests of each bylaws of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any all other documentsdocuments evidencing other necessary corporate action and governmental approvals, agreementsif any, or instruments necessary with respect to createthis Agreement, perfect or maintain an Acceptable Security Interest in the CollateralNote, and the other Loan Documents; (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 of a Responsible Officer of the Borrower certifying the names and its Subsidiariestrue 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) 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, 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 the Borrower on behalf of the Borrower 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 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) certificates of good standing appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for each Credit Party 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 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 DateCollateral; (ix) legal opinions of (A) Xxxxxx & Xxxxxx LLPstock or, as special counsel to the Credit Partiesextent applicable under the Person's organizational documents, (B) Miller, Canfield, Paddock membership or partnership interest certificates required in connection with the Pledge Agreements 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, stock powers executed in blank for each such stock certificate endorsed in form and substance reasonably acceptable blank to the Administrative Agent; (x) insurance certificates naming the Administrative Agent loss payee or additional insured, as applicable, and evidencing insurance which meets the requirements of this 41 Agreement and the Security Instruments, and which is otherwise satisfactory to the Administrative Agent; (xi) the initial Independent Engineer's Report dated effective as of June 30, 2003; (xii) copies, certified by a Responsible Officer of the Borrower, of the Merger Agreement and all exhibits and schedules thereto, Project Company Note, the Project Company Mortgage, and any material agreements executed in connection with the Merger Agreement; 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 Administrative Agent and the Required Lenders shall have received the following, each dated on or before such day, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteSchedules; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing DateIntercreditor Agreement; (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 agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, agreements or instruments necessary to create, perfect or maintain create an Acceptable Security Interest in the CollateralCollateral described therein; (iv) appropriate UCC and intellectual property search reports the Pledge Agreement 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 UCC-1 financing statements and its Subsidiariesany other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Equity Interests; (v) certificates of insurance naming 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 Borrower 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), correct; (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 satisfied by any Loan Party have been met met; (vi) copies of the certificate or waivedarticles 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 of the state of its organization; (vii) a secretary’s certificate from of the Secretary or Assistant Secretary of each Credit Loan Party dated the Closing Date and certifying such Person’s (A) officers’ incumbencythat attached thereto is a true and complete copy of the by-laws or other equivalent 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 or other equivalent body of such Loan Party authorizing resolutionsthe execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational documentsdocuments of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to paragraph (vii) above, and (D) governmental approvals, if any, with respect as to the Credit Documents to which incumbency and specimen signature of each officer executing any Loan Document, Notices of Borrowing or any other document delivered in connection herewith on behalf of such Person is a partyLoan Party; (viii) 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 (Aviii) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Dateabove; (ix) legal opinions certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each of the Loan Parties in all jurisdictions where reasonably required by the Administrative Agent; (Ax) Xxxxxx a favorable opinion dated as of the Closing Date of Xxxxxxxx & Xxxxxx Xxxxx LLP, as special counsel to the Credit Loan Parties; (xi) Fee Letter; (xii) a certificate as to coverage under, (B) Millerthe insurance policies required by Section 5.06 and the applicable provisions of the Security Documents, Canfield, Paddock which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and Stone, P.L.C., to name the Administrative Agent 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 additional insureds in form and substance reasonably acceptable satisfactory to the Administrative AgentRequired Lenders; and (xxiii) [reserved]; (xiv) such other documents, governmental certificates, agreements, certificates and lien searches agreements as any Lender Party the Administrative Agent or Required Lenders 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 Agreement, a Note payable to the order of each requesting Lender in the amount of its Commitment, the Security Agreements, the Guaranties, the Pledge Agreements, and Mortgages encumbering substantially all of the Borrower's and its Subsidiaries' personal property and encumbering at least 90% of the PV-10 of the Loan Parties' Proven Reserves (as set forth in the Initial Engineering Reports) and Oil and Gas Properties in connection therewith (including the Oil and Gas Properties to be acquired under the Closing Date Acquisition), and each of the other Loan Documents, including the Intercreditor Agreement, and all attached Exhibits exhibits and Schedules and the Notes payable to each Lender requesting a Noteschedules; (ii) a favorable opinion of (A) the Guaranty executed by Borrower's and the Borrower Guarantors' primary counsel dated as of the date of this Agreement in form and all Subsidiaries existing on covering such matters as the Closing DateAdministrative Agent may reasonably request and (B) the Borrower's and the Guarantors' local counsel dated as of the date of this Agreement in form and covering such 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 and each Subsidiary existing on the Closing Date, together with General Partner of (A) appropriate UCC-1 financing statements the resolutions of the board of managers of the General Partner approving the Loan Documents to which the Borrower or the General Partner is a party, (B) the articles or certificate of formation of the General Partner and intellectual property security agreementsthe company agreement of the General Partner, (C) the certificate of limited partnership of the Borrower, (D) the partnership agreement of the Borrower, and (E) all other documents evidencing other necessary corporate action and governmental approvals, if any, necessary for filing with respect to this Agreement, the appropriate authoritiesNotes, and the other Loan Documents; (iv) certificates of the secretary or assistant secretary of the General Partner certifying the names and true signatures of the officers of the General Partner authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower or the General Partner is a party; (v) other than as otherwise required under clause (iii) above, 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) certificates, together with undated, blank stock powers for each the articles or certificate (as applicable) of incorporation (or organization) and bylaws 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 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, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the Closing Date from a Responsible Officer of the Borrower stating that as of such date (A) all representations and warranties of the Borrower 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 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 with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (ix) property insurance certificates naming the Administrative Agent loss payee and liability insurance certificates naming the Administrative Agent as additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments (including business interruption insurance), and which is otherwise satisfactory to the Administrative Agent; (x) the Initial Engineering Reports; (xi) to the extent required in connection with the Pledge Agreements, (A) stock or, to the extent applicable under the Person's organizational documents, membership or partnership interest certificates, and stock powers executed in blank for each such stock certificate endorsed in blank to the Administrative Agent and (B) to the extent such Person is a limited liability company or a limited partnership, copies of its limited liability company agreement, partnership agreement or other similar document the terms of which expressly provide that membership interests or partnership interests, as applicable, in such Person are securities governed by Chapter 8 of the Uniform Commercial Code as in effect in the State of New York; (xii) copies, certified by a Responsible Officer of the Borrower, of all of the Closing Date Acquisition Instruments and all exhibits and schedules thereto, together with all amendments, modifications or waivers thereto in effect as of the date of this Agreement; (xiii) a Compliance Certificate completed and executed by a Responsible Officer of the General Partner showing the calculation of, and Borrower's pro forma compliance with Section 6.17 as of the Closing Date after giving effect to the Closing Date Acquisition and the Borrowings requested and made on the Closing Date; (xiv) 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 organizedorganized 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 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 Agentdate hereof; and (xxv) such other documents, governmental certificates, agreements, agreements and lien searches as the Administrative Agent or any Lender Party may reasonably request.

Documentation. The On the Closing Date, the Administrative Agent and the Lenders shall have received the following, each dated on or before such day, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteSchedules; (ii) any Note requested by a Lender pursuant to Section 2.02(g) payable to the Guaranty executed by order of such requesting Lender in the Borrower and all Subsidiaries existing on the Closing Dateamount of its Revolving Commitment; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateGuarantor, together with (A) appropriate UCC-1 or UCC-3 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, agreements or instruments necessary to create, perfect or maintain create an Acceptable Security Interest in the CollateralCollateral described therein; (iv) appropriate UCC and intellectual property search reports for the Pledge Agreement executed by the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering each Guarantor that has a Material Subsidiary pledging to the properties Administrative Agent for the benefit of the Borrower Secured Parties all of the Equity Interests of the Material Subsidiaries that are Domestic Subsidiaries of such Loan Party and its Subsidiaries65% of the Equity Interests of the Material Subsidiaries that are Foreign Subsidiaries of such Loan Party, together with certificates, powers executed in blank, UCC-1 or UCC-3 financing statements and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Equity Interests; (v) certificates of insurance naming a Custodial Agreement executed by the Administrative Agent, the Loan Parties and Custodians selected by the 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; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date from a Responsible Officer of the Borrower stating that as of such date (A) all representations and warranties of the Borrower such Person set forth in this Agreement and in the other Loan Documents to which it is a party are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), respects; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.01 have been met or waivedmet; (vii) a secretary’s certificate from of a Responsible Officer of each Credit Loan Party dated the Closing Date and certifying such Person’s (A) officers’ incumbencysuch Loan Party’s organizational documents or that there have been no changes to the organizational documents of such Loan Party since such organizational documents were last certified to the Administrative Agent and the Lenders or attaching such amendments, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing resolutionsthe execution, (C) organizational documents, delivery and (D) governmental approvals, if any, with respect to performance of the Credit Loan Documents to which such Person Loan Party is a partyparty and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) 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; (viii) certificates a certificate of good standing for another officer of each Credit Loan Party in as to the state in which each such Person is organized, which certificates shall be incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to (Avii) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Dateabove; (ix) legal opinions certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each of the Loan Parties in all jurisdictions where required by the Administrative Agent; (Ax) Xxxxxx & Xxxxxx LLPa favorable opinion dated as of the Closing Date of Xxxxx Xxxxxx, as special general counsel to the Credit Loan Parties; (xi) a favorable opinion dated as of the Closing Date of Akin Gump Xxxxxxx Xxxxx & Xxxx LLP, (B) MillerTexas, Canfield, Paddock New York and Stone, P.L.C., as Michigan Delaware counsel to the Credit Loan Parties; (xii) a favorable opinion dated as of the Closing Date of Xxxx Xxxxxx Hawthorne D’Xxxxxx XxXxxxx & Xxxxxx L.L.P., (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma Louisiana counsel to the Credit Loan Parties, and ; (Dxiii) Dray, Dyekman, Xxxx & Xxxxxx P.C., a certificate from a Financial Officer of the Borrower dated as Wyoming counsel of the Closing Date addressed to the Credit PartiesAdministrative Agent and each of the Lenders regarding the matters set forth in Section 4.20; (xiv) a certificate from a Financial Officer addressed to the Administrative Agent and each of the Lenders, each which shall be in form and in substance reasonably acceptable satisfactory to the Administrative Agent, certifying that as of the Closing Date the updated Projections prepared by the Borrower and provided to the Administrative Agent 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, reasonably be expected to have a Material Adverse Effect to occur; (xv) 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; and (xxvi) such other documents, governmental certificates, agreements, certificates and lien searches agreements as the Administrative Agent or any Lender Party may reasonably request.

Documentation. The On or before the day on which the initial Borrowing is made or the initial Letter of Credit is issued, the Administrative Agent and the Lenders shall have received the following, each dated on or before such day, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteSchedules; (ii) any Note requested by a Lender pursuant to Section 2.02(g) payable to the Guaranty executed by order of such requesting Lender in the Borrower and all Subsidiaries existing on the Closing Dateamount of its Revolving Commitment; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateGuarantor, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, agreements or instruments necessary to create, perfect or maintain create an Acceptable Security Interest in the CollateralCollateral described therein; (iv) appropriate UCC and intellectual property search reports for the Pledge Agreement executed by the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering each Guarantor that has a Material Subsidiary pledging to the properties Administrative Agent for the benefit of the Borrower Secured Parties all of the Equity Interests of the Material Subsidiaries that are Domestic Subsidiaries of such Loan Party and its Subsidiaries65% of the Equity Interests of the Material Subsidiaries that are Foreign Subsidiaries of such Loan Party, together with certificates, 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; (v) certificates of insurance naming a Custodial Agreement executed by the Administrative Agent, the Loan Parties and Custodians selected by the 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; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date from a Responsible Officer of the Borrower stating that as of such date (A) all representations and warranties of the Borrower such Person set forth in this Agreement and in the other Loan Documents to which it is a party are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), respects; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.01 have been met or waivedmet; (vii) copies of the certificate or articles of incorporation or other equivalent organizational documents, including all amendments thereto, of each Loan Party, certified as of the Closing Date by a secretary’s Responsible Officer of such Loan Party as being true and complete copies thereof; (viii) a certificate from of a Responsible Officer of each Credit Loan Party dated the Closing Date and certifying such Person’s (A) officers’ incumbencythat attached thereto is a true and complete copy of the organizational documents of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing resolutionsthe execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational documentsdocuments of such Loan Party have not been amended since the date of the last amendment thereto shown on the certified copy thereof furnished pursuant to clause (vii) above, and (D) governmental approvals, if any, with respect as to the Credit Documents to which incumbency and specimen signature of each officer executing any Loan Document, Notices of Borrowing or any other document delivered in connection herewith on behalf of such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing DateLoan Party; (ix) legal opinions a certificate of another officer of each Loan Party as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to (viii) above; (x) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each of the Loan Parties in all jurisdictions where required by the Administrative Agent; (xi) a favorable opinion dated as of the Closing Date of Xxxxx Xxxxxx, general counsel to the Loan Parties; (xii) a favorable opinion dated as of the Closing Date of Akin Gump Xxxxxxx Xxxxx & Xxxx LLP, Texas, New York and Delaware counsel to the Loan Parties; (xiii) a favorable opinion dated as of the Closing Date of Xxxx Xxxxxx Hawthorne D’Xxxxxx XxXxxxx & Xxxxxx L.L.P., Louisiana counsel to the Loan Parties; (xiv) a certificate from a Financial Officer of the 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; (xv) a certificate from a Financial Officer addressed to the Administrative Agent and each of the Lenders, which shall be in form and in substance reasonably satisfactory to the Administrative Agent, certifying that as of the Closing Date the updated Projections prepared by the Borrower and provided to the Administrative Agent 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, reasonably be expected to have a Material Adverse Effect to occur; (xvi) a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.04 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as an additional insured; (xvii) (A) Xxxxxx & Xxxxxx LLP, as special counsel to satisfactory Appraisal Reports on a Fair Market Value basis 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 PartiesCollateral, each in form and substance reasonably satisfactory to the Administrative Agent and issued by Xxxxxxxx Xxxxxxx or issued by firm(s) reasonably acceptable to the Administrative AgentAgent or (B) copies of purchase invoices with respect to Collateral, that, taken together, affirm that after giving effect to the initial Borrowing on the Closing Date a Borrowing Base deficiency under Section 2.07(c)(i) will not exist; and (xxviii) such other documents, governmental certificates, agreements, certificates and lien searches agreements as the Administrative Agent or any Lender Party may reasonably request.

Documentation. The Administrative 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 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 Agreements, the Security Agreement executed by the Borrower Agreements, 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 Mortgages encumbering substantially 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’ Proven Reserves and Oil and Gas Properties with such insurance carriersin connection therewith, for such amounts and each of the other Loan Documents, including the Subordination and Intercreditor Agreement, and all attached exhibits and schedules; (ii) favorable opinions of the Borrower’s, its Subsidiaries’, and the Guarantors’ counsel dated as of the date of this Agreement in form and substance reasonably satisfactory to the Lenders and the Administrative Agent and covering such risks matters as required any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by Section 5.3a 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 articles of incorporation and bylaws of the Borrower, (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents, and (D) the Contribution Agreement as in effect on the Effective Date; (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, the Security Instruments, the Notices of Borrowing, the 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 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 applicable) of incorporation or organization and bylaws (or equivalent) of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor 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, 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 the Borrower 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 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) certificates of good standing appropriate UCC-1 and UCC-3, as applicable, financing statements covering the Collateral for each Credit Party filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest 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 DateCollateral; (ix) legal opinions stock certificates required in connection with the Pledge Agreements and stock powers executed in blank for each such stock certificate; (x) insurance certificates evidencing insurance and endorsements thereof which meet the requirements of (A) Xxxxxx & Xxxxxx LLPthis Agreement and the Security Instruments, as special counsel and which are otherwise satisfactory to the Credit Parties, Administrative Agent; (Bxi) Miller, Canfield, Paddock and Stone, P.L.C., the initial Independent Engineering Reports dated effective 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 of a date acceptable to the Administrative Agent; and (xxii) 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 counterparts of this Agreement executed by the followingBorrower and the Banks, 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 Indemnity, in sufficient copies for each Bank: (i) this Agreement and the Notes, all attached Exhibits and Schedules Guaranties, and the Notes payable to each Lender requesting a NoteEnvironmental Indemnity; (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 the Chief Executive Officer, President or Chief Financial Officer of the Parent on behalf of the Borrower dated as of the Closing Effective Date stating that as of such date the Effective Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Credit Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), respects; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.01 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, waived in writing; and (D) governmental approvalsto the best of the Borrower’s knowledge there are no claims, if anydefenses, with respect counterclaims or offsets by the Borrower against the Banks under the Credit Documents; (iii) a certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower and each Guarantor dated as of the date of this Agreement certifying as of the date of this Agreement (A) the names and true signatures of officers or authorized representatives of the general partner of the Borrower and such Guarantor authorized to sign the Credit Documents to which such Person is a party; (viii) certificates party as general partner 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 PartiesPerson, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel resolutions of the Board of Directors or the members of the general partner of such Person with respect to the Credit Partiestransactions herein contemplated, (C) Halla true and correct copy of the organizational documents of the general partner of such Person, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to (D) a true and correct copy of the Credit Partiespartnership agreement for such Person, and (DE) Dray, Dyekman, Xxxx & Xxxxxx P.C., a true and correct copy of all partnership authorizations necessary or desirable in connection with the transactions herein contemplated; (iv) a certificate of the Secretary or an Assistant Secretary of the Parent dated as Wyoming counsel of the date of this Agreement certifying as of the date of this Agreement (A) resolutions of the Board of Directors of such Person with respect to the Credit Partiestransactions herein contemplated, each (B) the copies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation or bylaws of the Parent made since such date, and (C) that the Parent owns 100% of the general partner interests and at least 70% of the limited partnership interests in the Borrower; (v) (A) one or more favorable written opinions of Sidley Xxxxxx Xxxxx & Xxxx L.L.P., 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 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; (vi) a Borrowing Base Certificate dated as of the Closing Date, duly completed and executed by the Chief Financial Officer or Treasurer of the Parent on behalf of the Borrower; and (xvii) such other documents, governmental certificates, agreements, and lien searches as any Lender Party the Administrative Agent may reasonably request.

Documentation. The Administrative On or before the day on which the initial Borrowing is made, the Agent and the Banks 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 LendersBanks: (i) this Agreement and the other Credit Documents and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Notethe order of the Banks, respectively; (ii) certificates from the Guaranty executed by appropriate Governmental Authority certifying as to the Borrower good standing, existence and authority of the Company in all Subsidiaries existing on jurisdictions where the Closing DateCompany is organized or does business; (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 certificates from a Responsible Officer 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 Borrowers stating that as of such date (A) all representations and warranties of the such 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 the 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 appropriate Person of (A) officers’ incumbencythe resolutions of the Board of Directors of the Company approving this Agreement, the Notes, and the other Credit Documents, (B) authorizing resolutionsthe articles or certificate (as applicable) of incorporation and bylaws of the Company, (C) organizational documentsthe extrait K-bis and the statuts for SARL and any other documents authorizing the transactions contemplated by the Credit Documents, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes, and the other Credit Documents Documents; (v) certificates of a Responsible Officer of each of the Borrowers certifying the names and true signatures of officers of the Borrowers authorized to which such Person is sign this Agreement, the Notes, Notices of Borrowing and the other Credit Documents; (vi) a partyfavorable opinion of John W. Rumely, General Counsel to the Company, substantixxxx xx xxx xxrm of the attached Exhibit F-1; (vii) a favorable opinion of UGGC & Associes, counsel to SARL, substantially in the form of the attached Exhibit F-2; (viii) certificates a favorable opinion of good standing for each Credit Party in the state in which each such Person is organizedBracewell & Patterson, 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 LLPL.L.P., as special counsel to the Credit PartiesAgent, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to subsxxxxxxxxx in xxx xxxx of 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 Agentattached Exhibit F-3; and (xix) such other documents, governmental certificates, agreements, and lien searches as any Lender Party the Agent and the Banks 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 each of the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteAgreement; (ii) a Note payable to the Guaranty executed by order of each Lender that has requested a Note in the Borrower and all Subsidiaries existing on the Closing Dateamount of its Commitment; (iii) the Security Agreement executed by the Borrower Mortgage Amendments 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 any additional Mortgages that may be required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary pursuant to create, perfect or maintain an Acceptable Security Interest in the CollateralSection 5.11; (iv) appropriate UCC copies of insurance certificates naming the Administrative Agent loss payee or additional insured, as applicable, certified by the Borrower’s insurance broker and intellectual property search reports for otherwise satisfactory to the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its SubsidiariesAdministrative Agent; (v) certificates a copy of insurance naming the Administrative Agent Internal Engineering Report dated as loss payee of December 31, 2010 with respect to property insurance, or additional insured with respect the Oil and Gas Properties to liability insurance, and covering be included in the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3Borrowing Base; (vi) a certificate from an authorized officer of the Borrower favorable opinions dated as of the Closing Date of Xxxxxxxx & Xxxxxx L.L.P. and of Xxxxxxx Xxxxx, special counsel to the Credit Parties, in form and substance satisfactory to the Administrative Agent covering such matters concerning the Credit Parties or the Loan Documents as the Administrative Agent may reasonably request; (vii) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of the General Partner of (A) the resolutions of the applicable governing body of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the organizational documents of the Borrower, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes, the Security Instruments and the other Loan Documents to which the Borrower is a party; (viii) certificates of a Responsible Officer or the secretary or an assistant secretary of the General Partner certifying the names and true signatures of the officers of the General Partner authorized to sign on behalf of the Borrower this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, the Security Instruments and the other Loan Documents to which the Borrower is a party; (ix) 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 applicable governing body of such Guarantor approving the Loan Documents to which it is a party, (B) the organizational documents of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (x) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign this Agreement, the Security Instruments and the other Loan Documents to which such Guarantor is a party; (xi) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each of the Credit Parties in all jurisdictions where required by the Administrative Agent; (xii) a certificate dated as of the date of this Agreement from the Responsible Officer of the General Partner 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 the conditions precedent set forth in this Section 3.1 3.01 have been met or waivedmet; (viixiii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbencyresults of lien, (B) authorizing resolutionstax and judgment searches of the UCC Records of the Secretary of State and applicable counties of the States of Delaware, (C) organizational documentsNorth Dakota, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is Texas from 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 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, other than Permitted Liens; (xiv) appropriate UCC-1 or UCC-3 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; and (xxv) 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 the following, following duly executed 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 and all attached Exhibits and Schedules and the Notes Agreement, a Note payable to each Lender requesting a Notein the amount of its Commitment, the Guaranties, the Pledge Agreements, the Security Agreements, the Intercreditor Agreement, and Mortgages which collectively encumber at least 90% of all of the Borrower’s and its Restricted Subsidiaries’ Proven Reserves and Oil and Gas Properties, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Guaranty executed by Borrower’s and the Borrower Restricted Subsidiaries’ counsel dated as of the date of this Agreement and all Subsidiaries existing substantially in the form of the attached Exhibit K, covering the matters discussed in such Exhibit and such other matters as the Administrative Agent, on behalf of the Closing DateLenders, may reasonably request; (iii) copies, certified as of the Security date of this Agreement executed by a Responsible Officer of the Borrower and each Subsidiary existing on the Closing Date, together with of (A) appropriate UCC-1 financing statements the resolutions of the board of directors of the General Partner, as general partner of the Borrower, approving the Loan Documents to which the General Partner or the Borrower is a party, (B) the Partnership Agreement, (C) the certificate of limited partnership of the Borrower duly certified by the Secretary of State of the State of Texas, and intellectual property security agreements(D) the limited liability company agreement of the General Partner, (E) the certificate of formation of the General Partner duly certified by the Secretary of State of the State of Texas, (F) all other documents evidencing other necessary corporate action and governmental approvals, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security respect to this Agreement, the Note, 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 and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties certificates of a Responsible Officer of the Borrower certifying the names and its Subsidiariestrue signatures of the officers authorized to sign this Agreement, the Notes, and the other Loan Documents to which the 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 Restricted Subsidiary, of (A) the resolutions of the board of directors or managers (or other applicable governing body) of such Restricted Subsidiary approving the Loan Documents to which it is a party, (B) the articles or certificate (as loss payee applicable) of incorporation (or organization) of such Restricted Subsidiary certified by the Secretary of State for the state of organization, (C) the bylaws or other governing documents of such Restricted Subsidiary, and (D) 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 5.3Restricted Subsidiary is a party; (vi) a certificate from an of a Responsible Officer of each Restricted Subsidiary certifying the names and true signatures of officers of such Restricted Subsidiary authorized officer to sign the Guaranty, Security Instruments and the other Loan Documents to which such Restricted Subsidiary is a party; (vii) certificates of good standing for the Borrower Borrower, the General Partner, and each Restricted Subsidiary 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 or (B) otherwise effective on the Effective Date; (viii) 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 set forth in this Agreement 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 clauses (a), (b), (c), (d) and (g) - (p) of 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 Datemet; (ix) legal opinions of 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; (Ax) Xxxxxx & Xxxxxx LLPevidence satisfactory to the Administrative Agent that the Equity Interests required in connection with the Pledge Agreements and powers executed in blank for each such certificate have previously been delivered to the First Lien Administrative Agent; (xi) evidence satisfactory to the Administrative Agent that insurance certificates naming the Administrative Agent loss payee or additional insured, as special counsel applicable, and evidencing insurance that meet the requirements of this Agreement and the Security Instruments have been previously provided to the Credit Parties, Administrative Agent; (Bxii) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel the initial Engineering Report dated effective a date acceptable to the Credit PartiesAdministrative Agent; (xiii) a certificate of the chief financial officer of the Borrower, (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 the Administrative Agent, attesting to the Solvency (i) of the Borrower and its Restricted Subsidiaries taken as a whole; and (xxiv) 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 the following, following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the LendersBanks, and, where applicable, in sufficient copies for each Bank: (i) this Agreement Agreement, a Note payable to the order of each Bank in the amount of its Revolving Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering substantially all of the Borrower's and the Guarantors' Oil and Gas Properties and all attached Exhibits exhibits and Schedules and the Notes payable to each Lender requesting a Noteschedules; (ii) a favorable opinion of the Guaranty executed by Borrower's Oklahoma counsel, dated as of the Borrower Effective Date and all Subsidiaries existing on substantially in the Closing Dateform of the attached EXHIBIT K-1 covering the matters discussed in such Exhibit and such other matters as any Bank through the Agent may reasonably request; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all a favorable opinion of the issued and outstanding Equity Interests of each Agent's counsel dated as of the Borrower’s Subsidiaries required in connection with the Security Agreement, Effective Date and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest substantially in the Collateralform of the attached EXHIBIT K-2 covering the matters discussed in such Exhibit; (iv) appropriate UCC and intellectual property search reports for a certificate of the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties secretary or an assistant secretary of the Borrower certifying its Certificate of Incorporation and its SubsidiariesBylaws, the resolutions of the board of directors of the Borrower authorizing this Agreement and related transactions, and the incumbency and signatures of the officers of the Borrower authorized to execute this Agreement and related documents; (v) certificates a certificate of insurance naming the Administrative Agent as loss payee with respect to property insurancesecretary or an assistant secretary of each Guarantor certifying the existence of such Guarantor, the certificate or additional insured with respect to liability insurancearticles of incorporation and bylaws or other equivalent organizational documents of such Guarantor, the resolutions of the board of directors or other equivalent managing body of such Guarantor authorizing the Guaranty of such Guarantor and related transactions, and covering the Borrower’s incumbency and its Subsidiaries’ Properties with signatures of the officers of such insurance carriers, for Guarantor authorized to execute the Guaranty of such amounts Guarantor and covering such risks as required by Section 5.3related documents; (vi) a certificate dated as of the Effective Date from an authorized the president or chief financial 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 the conditions precedent set forth in this Section 3.1 3.01 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, appropriate UCC-1 or UCC-3 Financing Statements covering the Collateral for filing with respect to the Credit Documents to which such Person is a partyappropriate authorities; (viii) stock certificates of good standing required in connection with the Pledge Agreement and stock powers executed in blank 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 Datestock certificate; (ix) legal opinions insurance certificates naming the Agent loss payee or additional insured evidencing insurance which meets the requirements of (A) Xxxxxx & Xxxxxx LLP, as special counsel this Agreement and the Security Documents and which is satisfactory to insurance consultants or brokers satisfactory to the Credit Parties, Agent; (Bx) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel an environmental review by an environmental consultant acceptable to the Credit PartiesAgent, (C) Hallcovering the Oil and Gas Properties and other related Properties of Carlton, 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 the Administrative Agent; and; (xxi) certified copies of each of the Carlton Acquisition Documents, each certified as of the Effective Date by a Responsible Officer of the Borrower as being true and correct copies of such documents as of the Effective Date; (xii) certified copies of each of the documents pertaining to the offering of the Senior Notes, including, without limitation, the Indenture, as being true and correct copies of such documents as of the Effective Date; (xiii) such other documents, governmental certificates, agreements, and lien searches as the Agent or any Lender Party Bank may reasonably request.

Documentation. The Administrative Agent shall have received the following, following duly executed 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 and all attached Exhibits and Schedules and the Notes Agreement, a Note payable to each Lender requesting that requests a NoteNote in the amount of its Maximum Credit Amount, the Guaranties, the Pledge Agreements, the Security Agreements, and supplements and reaffirmation of existing Mortgages or amended and restated Mortgages which collectively encumber (A) at least 90% of the PV-10 of all of the Borrower’s and its Restricted Subsidiaries’ Proven Reserves and Oil and Gas Properties, and (B) all of the Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties located in Kingfisher County, Oklahoma, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Guaranty executed by Borrower’s and the Borrower Restricted Subsidiaries’ counsel dated as of the date of this Agreement and all Subsidiaries existing substantially in the form of the attached Exhibit K, covering the matters discussed in such Exhibit and such other matters as the Administrative Agent, on behalf of the Closing DateLenders, may reasonably request; (iii) copies, certified as of the Security date of this Agreement executed by a Responsible Officer of the Borrower and each Subsidiary existing on the Closing Date, together with of (A) appropriate UCC-1 financing statements the resolutions of the board of directors of the General Partner, as general partner of the Borrower, approving the Loan Documents to which the Borrower is a party and intellectual property security agreementsauthorizing the entering into of Hedge Contracts, (B) the Partnership Agreement, (C) the certificate of limited partnership of the Borrower duly certified by the Secretary of State of the State of Texas, and (D) the limited liability company agreement of the General Partner, (E) the certificate of formation of the General Partner duly certified by the Secretary of State of the State of Texas, (F) all other documents evidencing other necessary corporate action and governmental approvals, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security respect to this Agreement, the Note, 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 and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties certificates of a Responsible Officer of the Borrower certifying the names and its Subsidiariestrue signatures of the officers authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents and Hedge Contracts to which the Borrower is a party; (v) certificates copies, certified as of insurance naming the Administrative Agent date of this Agreement by a Responsible Officer, the secretary or an assistant secretary or manager of each Restricted Subsidiary of (A) the resolutions of the board of directors or managers (or other applicable governing body) of such Restricted Subsidiary approving the Loan Documents to which it is a party and authorizing the entering into of Hedge Contracts, (B) the articles or certificate (as loss payee applicable) of incorporation (or organization) of such Restricted Subsidiary certified by the Secretary of State for the state of organization, (C) the bylaws or other governing documents of such Restricted Subsidiary, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to property insurancethe Guaranties, or additional insured with respect to liability insurancethe Security Instruments, and covering the Borrower’s other Loan Documents and its Subsidiaries’ Properties with Hedge Contracts to which the such insurance carriers, for such amounts and covering such risks as required by Section 5.3Restricted Subsidiary is a party; (vi) a certificate from an of a Responsible Officer of each Restricted Subsidiary certifying the names and true signatures of officers of such Restricted Subsidiary authorized officer to sign the Guaranty, Security Instruments and the other Loan Documents and Hedge Contracts to which such Restricted Subsidiary is a party; (vii) certificates of good standing for the Borrower Borrower, the General Partner, and each Restricted Subsidiary 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 or (B) otherwise effective on the Effective Date; (viii) 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 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) as of such date (except in the case of representations and warranties that are made solely as of an earlier date or time, which representations and warranties shall be true and correct 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) as of such earlier date or time), ; (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth obligations under the Founder Notes (as defined in this Section 3.1 the Existing Credit Agreement) have been met or waived; converted in full to Equity Interests of any Affiliate of the Borrower (vii) other than a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documentsSubsidiary thereof), and (D) governmental approvalsthe conditions in clauses (a), if any(b), with respect to the Credit Documents to which such Person is a party; (viiih) certificates – (n), (p) and (r) 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 Datethis Section 3.01 have been met; (ix) legal opinions appropriate UCC-1 and UCC-3 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; (x) to the extent not already in the possession of the Administrative Agent, certificates evidencing the Equity Interests required in connection with the Pledge Agreements and powers executed in blank for each such certificate; (Axi) Xxxxxx & Xxxxxx LLPinsurance certificates naming the Administrative Agent loss payee or additional insured, as special counsel applicable, and evidencing insurance that meet the requirements of this Agreement and the Security Instruments, and that are otherwise satisfactory to the Credit PartiesAdministrative Agent; (xii) a certificate of the chief financial officer of the Borrower, (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 the Administrative Agent, attesting to the Solvency of the Borrower and its Restricted Subsidiaries, taken as a whole, immediately before and after giving effect to the Transactions; 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 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 each of the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteAgreement; (ii) a Note payable to the Guaranty executed by order of each Lender that has requested a Note in the Borrower and all Subsidiaries existing on the Closing Dateamount of its Commitment; (iii) the Security Agreement executed by the Borrower Mortgage Amendments 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 any additional Mortgages that may be required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary pursuant to create, perfect or maintain an Acceptable Security Interest in the CollateralSection 5.11; (iv) appropriate UCC copies of insurance policies or certificates thereof naming the Administrative Agent loss payee or additional insured, as applicable, certified by the Borrower’s insurance broker as true and intellectual property search reports for correct copies thereof, and which are otherwise satisfactory to the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its SubsidiariesAdministrative Agent; (v) certificates a copy of insurance naming the Administrative Agent Internal Engineering Report dated as loss payee of June 1, 2005 with respect to property insurance, or additional insured with respect the Oil and Gas Properties to liability insurance, and covering be included in the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3Borrowing Base; (vi) a certificate from an authorized officer of the Borrower favorable opinion dated as of the Closing Date of Xxxxxxxx & Xxxxxx L.L.P., counsel to the Credit Parties, in form and substance satisfactory to the Administrative Agent covering such matters as any Lender through the Administrative Agent may reasonably request; (vii) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of the General Partner of (A) the resolutions of the applicable governing body of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the organizational documents of the Borrower, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes, the Security Instruments and the other Loan Documents to which the Borrower is a party; (viii) certificates of a Responsible Officer or the secretary or an assistant secretary of the General Partner certifying the names and true signatures of the officers of the General Partner authorized to sign on behalf of the Borrower this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, the Security Instruments and the other Loan Documents to which the Borrower is a party; (ix) 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 applicable governing body of such Guarantor approving the Loan Documents to which it is a party, (B) the organizational documents of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (x) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign this Agreement, the Security Instruments and the other Loan Documents to which such Guarantor is a party; (xi) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each of the Credit Parties in all jurisdictions where required by the Administrative Agent; (xii) a certificate dated as of the date of this Agreement from the Responsible Officer of the General Partner 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 the conditions precedent set forth in this Section 3.1 3.01 have been met or waivedmet; (viixiii) 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 the First Amendment to the Credit Documents to which such Person is a partyIntercreditor and Subordination Agreement; (viiixiv) certificates results of good standing for each Credit Party in lien, tax and judgment searches of the state in which each such Person is organizedUCC Records of the Secretary of State and applicable counties of the States of Delaware, which certificates shall be (A) dated Oklahoma and Texas from 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 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, other than Permitted Liens; (xv) appropriate UCC-1 or UCC-3 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; and (xxvi) 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 counterparts of this Agreement executed by the followingBorrower, the Guarantors and the Banks, 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, the Notes, all Guaranties and the Lenders:Environmental Indemnity, in sufficient copies for each Bank (except for each Note, as to which one original of each shall be sufficient): (i) this Agreement a Note duly executed by the Borrower and payable to the order of each Bank that has requested the same, all attached Exhibits and Schedules Guaranties, and the Notes payable to each Lender requesting a NoteEnvironmental Indemnity; (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 the Chief Executive Officer, President or Chief Financial 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 to the extent that such materiality qualifier shall not be applicable to any representations and warranties representation or warranty that already are is qualified or modified by materiality shall be true and correct in the text thereofall 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, defenses, counterclaims or offsets by the Borrower, the Parent and any of their Subsidiaries against the Banks under the Credit Documents; (iii) a certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower, each Guarantor, each Subsidiary of the Parent and each general partner or managing member (if any) of each of the foregoing, with respect dated as of the Closing Date certifying as of the Closing Date to the extent applicable (A) the names and true signatures of officers or authorized representatives of the general partner of such Person authorized to sign the Credit Documents to which such Person is a party; (viii) certificates party as general partner 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 PartiesPerson, (B) Millerresolutions of the Board of Directors or the members of the general partner of such Person approving the transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, Canfieldif any, Paddock and Stone, P.L.C., as Michigan counsel with respect to the transactions under the Credit PartiesDocuments and each Credit Document to which it is or is to be a party, (C) Halla true and correct copy of the organizational documents of the general partner of such Person, Estill(D) a true and correct copy of the bylaws, Hardwickoperating agreement, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel to the Credit Partiespartnership agreement or other governing document of such Person, and (DE) Draya true and correct copy of all partnership or other organizational authorizations necessary or desirable in connection with the transactions herein contemplated; (iv) a certificate of the Secretary or an Assistant Secretary of the Parent dated as of the Closing Date certifying as of the Closing Date (A) resolutions of the Board of Directors or the members of the general partner of such Person approving the transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, Dyekmanif any, Xxxx & Xxxxxx P.C., as Wyoming counsel with respect to the transactions under the Credit PartiesDocuments and each Credit Document to which it is or is to be a party, each in form (B) the copies of the charter and substance reasonably acceptable bylaws of the Parent and any modification or amendment to the Administrative Agent; and (x) articles or certificate of incorporation or bylaws of the Parent made since such other documents, governmental certificates, agreementsdate, and lien searches as any Lender Party may reasonably request.(C) that the Parent owns 100% of the general partner interests and at least 70% of the limited partnership interests in the Borrower;

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 Agreements, 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 Mortgages encumbering substantially 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’ Proven Reserves and Oil and Gas Properties with such insurance carriers(other than the Xxxxxxx Shale Properties but including the Oil and Gas Properties to be acquired under the WO Energy Acquisition) in 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 the certificate of incorporation of the Borrower, (C) 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 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 the Borrower is continuing; 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) the articles or certificate (as applicable) of incorporation (or organization) and bylaws of such Guarantor, 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, other documents evidencing other necessary corporate action and (D) governmental approvals, if any, with respect to the Credit Guaranty, the Security Instruments, and the other Loan Documents to which such Person Guarantor is a party; (vi) a certificate 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) a certificate dated as of the date of this Agreement from the Responsible Officer of the Borrower stating that the conditions in this Section 3.01 have been met; (viii) certificates delivery by Borrower of good standing for each Credit Party evidence satisfactory to the Administrative Agent that, on or prior to the date hereof, a cash infusion of not less than $25,000,000 in the state aggregate has been made to the Borrower in which each such Person is organizedthe form of common equity, which certificates shall be subordinated debt (Aincluding the funds made available under the Subordinated Credit Agreement) dated a date not earlier than 30 days prior or other types of capital acceptable to Closing Date or (B) otherwise effective on the Closing DateAdministrative Agent; (ix) legal opinions of (A) Xxxxxx & Xxxxxx LLPappropriate UCC-1 and UCC-3, as special counsel 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; (x) stock certificates required in connection with the Pledge Agreements and stock powers executed in blank for each such stock certificate; (xi) insurance certificates naming the Collateral Trustee loss payee or 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 Credit Parties, Administrative Agent; (Bxii) Miller, Canfield, Paddock and Stone, P.L.C., the initial Independent Engineer’s Report dated effective 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 of a date acceptable to the Administrative Agent; and; (xxiii) the Collateral Trust and Intercreditor Agreement; (xiv) copies, certified by a Responsible Officer of the Borrower, of all of the WO Energy Acquisition Instruments, together with all amendments, modifications or waivers thereto in effect on the effective date of this Agreement; (xv) 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 counterparts of this Agreement executed by the followingBorrower and the Lenders, and the following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent Agent, and, with respect to this Agreement, all Guaranties and the LendersEnvironmental Indemnities, in sufficient copies for each Lender: (i) this Agreement and all attached Exhibits and Schedules the Guaranties and the Notes payable to each Lender requesting a NoteEnvironmental Indemnities; (ii) the Guaranty Security Documents (or amendments thereto) to the extent applicable executed by the Borrower Borrower, the Parent and all Subsidiaries existing on the Closing Date; (iii) other Guarantors granting to the Security Agreement executed by Administrative Agent for the Borrower and each Subsidiary existing on benefit of the Closing DateLenders an Acceptable Lien in the Collateral, together with (A) appropriate stock certificates, stock powers executed in blank, UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, agreements or instruments necessary or desirable to create, perfect or maintain create an Acceptable Security Interest Lien in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (viiii) a certificate from an authorized officer a Responsible Officer of the Parent on behalf of the Borrower dated as of the Closing Effective Date stating that as of such date the Effective Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Credit Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), respects; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.01 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, waived in writing; and (D) governmental approvalsto the best of the Borrower’s knowledge there are no claims, if anydefenses, with respect counterclaims or offsets against the Lenders under the Credit Documents; (iv) a certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower and each corporation and limited liability company that is either a Guarantor or a general partner or manager of a Guarantor dated as of the date of this Agreement certifying as of the Effective 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) Halleither (x) the copies of the organizational documents of the Parent, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel the Borrower 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, the Borrower or any such other Persons made since such date, and (D) Draya true and correct copy of all partnership, Dyekmancorporate or limited liability company authorizations necessary or desirable in connection with the transactions herein contemplated; (v) (A) one or more favorable written opinions of DxXxxxx, Xxxx Diamond & Xxxxxx P.C.Ash, as Wyoming special counsel to for the Credit PartiesBorrower, each the Parent, and their Subsidiaries, in a form and substance reasonably acceptable to the Administrative Agent, in each case dated as of the Effective Date and with such changes as the Administrative Agent may approve, and (B) such other legal opinions as either of the Administrative Agent shall reasonably request, in each case dated as of the Effective Date and with such changes as the Administrative Agent may approve; (vi) a Compliance Certificate dated as of the Effective Date reflecting for the Financial Covenants for the Rolling Period ended September 30, 2006 (on a pro forma basis adjusting for the refinancing and remortgaging to the Lenders of the Concord Property), duly completed and executed by the Chief Financial Officer or Treasurer of the Parent; and (xvii) such other documents, governmental certificates, agreements, and lien searches as any Lender Party the Administrative Agent may reasonably request.

Documentation. The Administrative Agent shall have received ------------- counterparts of this Agreement executed by the followingBorrower and the Banks, 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 Indemnity, in sufficient copies for each Bank: (i) this Agreement and the Notes, all attached Exhibits and Schedules Guaranties, and the Notes payable to each Lender requesting a NoteEnvironmental Indemnity; (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 the Chief Executive Officer, President or Chief Financial Officer of the Parent on behalf of the Borrower dated as of the Closing Effective Date stating that as of such date the Effective Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Credit Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), respects; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.01 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, waived in writing; and (D) governmental approvalsto the best of the Borrower's knowledge there are no claims, if anydefenses, with respect counterclaims or offsets by the Borrower against the Banks under the Credit Documents; (iii) a certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower and each Guarantor dated as of the date of this Agreement certifying as of the date of this Agreement (A) the names and true signatures of officers or authorized representatives of the general partner of the Borrower and such Guarantor authorized to sign the Credit Documents to which such Person is a party; (viii) certificates party as general partner 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 PartiesPerson, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel resolutions of the Board of Directors or the members of the general partner of such Person 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 general partner of such Person delivered to the Credit PartiesBanks 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 general partner of such Person made since such date, (D) a true and correct copy of the partnership agreement for such Person, and (DE) Dray, Dyekman, Xxxx & Xxxxxx P.C., a true and correct copy of all partnership authorizations necessary or desirable in connection with the transactions herein contemplated; (iv) a certificate of the Secretary or an Assistant Secretary of the Parent dated as Wyoming counsel of the date of this Agreement certifying as of the date of this Agreement (A) resolutions of the Board of Directors of such Person with respect to the Credit Partiestransactions herein contemplated, each (B) the copies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation or bylaws of the Parent made since such date, and (C) that the Parent owns 100% of the general partner interests and at least 70% of the limited partnership interests in the Borrower; (v) (A) one or more favorable written opinions of Sidley Austin Brown & Wood L.L.P., special counsel for thx Xxxxxxxx, xxx Xxxxxx, 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 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; (vi) a Borrowing Base Certificate dated as of the Closing Date, duly completed and executed by the Chief Financial Officer or Treasurer of the Parent on behalf of the Borrower; and (xvii) such other documents, governmental certificates, agreements, and lien searches 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: (i1) this Agreement Amendment, duly and all attached Exhibits and Schedules validly executed by the Lenders and the Notes payable to each Lender requesting a NoteBorrower; (ii2) the Guaranty account control agreements, duly and validly executed by the Borrower Credit Parties, the Administrative Agent, and all Subsidiaries existing Frost Bank, as depositary bank, with respect to each Deposit Account of a Credit Party at Frost Bank in existence on the Closing Amendment Effective Date; (iii3) copies, certified as of the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Amendment Effective Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with by an Authorized Officer 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 secretary or an assistant secretary 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 Credit Parties 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 the resolutions of the Borrower set forth in this Agreement are true and correct in all material respects (except that applicable governing body of each 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, or approving this Amendment and (D) governmental approvals, if any, with respect to the other Credit Documents to which each such Person Credit Party is a party, and (B) the articles or certificate (as applicable) of incorporation (or organization or formation) and bylaws (or partnership or company agreement) of each such Credit Party; (4) certificates of an Authorized Officer or the secretary or assistant secretary of each of the Credit Parties certifying the names and true signatures of the officers of the Credit Parties authorized to sign this Amendment and the other Credit Documents to such the Credit Party is a party; (viii5) certificates of good standing and existence for each of the Credit Party Parties in the state state, province or territory in which each such Person Credit Party is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or the date of this Amendment; (6) certificate of an Authorized Officer of the Borrower (A) certifying that the condition set forth in Section 9(b) of this Amendment has been satisfied and (B) otherwise effective on attaching an executed copy of the Closing DateXxxxxxxx Acquisition Agreements and the Preferred Equity Purchase Agreement, together with all executed copies of amendments thereto; (ix7) legal favorable opinions of (Ai) Xxxxxx & Xxxxxx LLPXxxxx Xxxxx L.L.P., as special counsel to the Credit Parties, Parties and (Bii) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan the local counsel to of the Credit PartiesParties listed on Part I of Exhibit D attached hereto, (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, in each in form and substance reasonably acceptable case addressed to the Administrative AgentAgent and each Lender and covering such customary matters concerning the Credit Parties and the Credit Documents as the Administrative Agent may reasonably request; (8) a certificate of an Authorized Officer of the Borrower, substantially in the form attached hereto as Exhibit E certifying that the Borrower and the Restricted Subsidiaries, and immediately after giving effect to the consummation of the Xxxxxxxx Acquisition, the Preferred Equity Transaction and the other transactions to occur upon the Amendment Effective Date are, as of the Amendment Effective Date, solvent; and (x9) such other documents, governmental certificates, agreements, counterparts of the Intercompany Note (together with an executed undated allonge) executed by the Borrower and lien searches as any Lender Party may reasonably requestthe Restricted Subsidiaries.

Documentation. The Administrative Agent Purchaser shall have received received, on or prior to the Closing Date, the following, each in the form and substance satisfactory to Purchaser and its counsel: (1) duly executed counterparts of this Agreement by each of the Obligors party hereto, together with all Schedules hereto; (2) a Senior Note in the principal amount of Forty Million Dollars ($40,000,000) duly executed and issued by the Company to the Purchaser; (3) the Security Agreement, duly executed by each of the Obligors, together with all schedules thereto; (4) the parties Pledge Agreement, duly executed by each of the Obligors, which for avoidance of doubt includes, among other collateral specified therein, a pledge of 65% of the equity of all first-tier Foreign Subsidiaries of the Obligors (other than any Excluded Subsidiaries), together with all schedules thereto; (5) Post-Closing Letter Agreement, duly executed by the Company; (6) a Closing Certificate, duly executed by the Company, certifying as to no default and the consummation of the Subject Acquisitions and certain other matters, and attaching true, correct and complete copies of all Acquisition Documents and Existing Debt Documents; (7) [intentionally deleted]; (8) Pay Proceeds Letter, duly executed and delivered by the Company, directing application of the proceeds of the Purchase Price to (i) the payment of all fees and expenses owed by the Company to the Purchaser, including, without limitation, the payment of the non-refundable closing fee due to the Purchaser in the amount of $1,000,000, and all attorneys’ fees and expenses of the Purchaser’s counsel and other advisors, (ii) the payment of a portion of the purchase price consideration due at closing pursuant to the Subject Acquisition Agreements as in effect on the date hereof, (iii) the repayment in full of all Existing Subordinated Notes, together with all accrued and unpaid interest thereon, (iv) the repayment in full of all outstanding debts and other amounts owing by the Company and/or any of its Subsidiaries in respect of the debt described on Schedule 8.1 that is designated as to be paid off at Closing, including, without limitation (A) all loans, debt and other amounts owing to the Sterling National Bank, including all outstanding amounts under the Sterling Facility Agreement, and (B) all principal, interest and other amounts owing to MidCap Funding X Trust (or any affiliate thereof) solely in respect of all outstanding term loans, and (vi) the payment of certain fees and other amounts as specified in the Funds Flow Statement in the form attached as Exhibit A to the Pay Proceeds Letter (the “Funds Flow”), all 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 NotePurchaser; (ii9) 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 Financing Statements for filing with the in each appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of jurisdiction naming each of the Borrower’s Subsidiaries required in connection with Obligors (including, without limitation, S360 Georgia) as “debtor” and the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in Purchaser as “secured party” covering the Collateral; (iv10) Copies of all stock certificates evidencing any certificated Equity Interests pledged to the Purchaser pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto, including without limitation any and all stock certificates previously delivered by the Company to MidCap Senior Agent; with the originals of such stock certificates and stock powers to follow by no later than the date required for such delivery as set forth in the Post-Closing Letter Agreement; (11) UCC, tax, judgment and lien search results with respect to each Obligor, the Xxxxxx Entities and the “Sellers” as defined under the FirstPro Acquisition Agreement, from all appropriate UCC jurisdictions and intellectual property search reports for filing offices as requested by the Borrower Purchaser, with results satisfactory to the Purchaser, together with executed originals of such termination statements, releases and its Subsidiaries reflecting no prior cancellations of mortgages required by the Purchaser in connection with the removal of any Liens (other than Permitted Liens) encumbering against the properties assets of the Borrower Obligors and its Subsidiariesthe assets and equity interests being acquired pursuant to the Subject Acquisition Agreements; (v12) Secretary Certificate for each Obligor, together with attached copies of the certificate of formation, organization or jurisdictional equivalent of each Obligor and all amendments thereto certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, together with the bylaws, operating agreement or equivalent document, in each case, certified by the relevant secretary or manager of such Obligor as of a recent date; and (b) good standing certificates or jurisdictional equivalent for each Obligor, issued by the relevant Secretary of insurance naming State and or equivalent governmental authority in which such Obligor is organized, in each case as of a recent date; (c) a copy of resolutions adopted by the Administrative Agent governing board of each Obligor, authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which such Obligor is a party certified as loss payee true, complete and correct by the relevant secretary of manager of such Transaction as of a recent date; and (d) specimen signatures of the officers or members of each Obligor executing the Agreement and the other Transaction Documents, certified as genuine by the relevant secretary or manager of such Obligor; (13) favorable legal opinion of (i) Xxxxxx & Xxxxx, LLP, counsel to the Obligors, and (ii) Law Offices of Xxxxx X. Xxxxxx, P.C., special Massachusetts counsel to the Obligors, each addressed to the Purchaser, covering such matters relating to the transactions contemplated hereby as the Purchaser may reasonably request, and in form and scope reasonably satisfactory to Purchaser and its counsel; (14) copies of all consents and waivers, if any, required by any Governmental Authorities or required under any of the Company’s Material Contracts in connection with the transactions contemplated hereby, including, without limitation, consents or waivers with respect to 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 any agreements prohibiting (A) all representations and warranties the grant 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)security interest on any Collateral, (B) no Default has occurred and is continuing; the payment of the Commitment Fee Shares, and (C) all conditions precedent set forth the incurrence of the Obligations, any guaranty thereof by any Guarantor, and any security or pledge by the Obligors in this Section 3.1 have been met or waivedfavor of Purchaser, including without limitation any required consent of the MidCap Senior Agent under MidCap ABL Credit Agreement to the incurrence of Debt under the Senior Note, the guarantees by the Guarantors and the grant of Liens in favor of the Purchaser, shall be delivered as condition to the Closing; (vii15) a secretary’s certificate from each Credit Party certifying such Person’s certified copies of (A) officers’ incumbencythe audited annual consolidated financial statements of the Company for the fiscal years ending December 31, 2016, (B) authorizing resolutionsthe internally prepared monthly and year-to-date consolidated financial statements of the Company as of July 29, 2017, and (C) organizational documents, three years of preliminary financial projections for the Company 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 Partiesits consolidated subsidiaries, each in form and substance reasonably acceptable satisfactory to the Administrative AgentPurchaser, copies of which are attached as Exhibit C hereto; (16) a duly executed solvency certificate from the Company as to solvency of each the Obligors, the Company and the Guarantors, taken as a whole, after giving effect to the transactions contemplated hereunder to occur on the Closing Date, including, without limitation, the incurrence of the Debt evidenced by the Senior Note, the consummation of the Subject Acquisitions and the payment of the purchase price consideration under the Subject Acquisition Agreements, each in form and substance satisfactory to the Purchaser; (17) each other Transaction Document and closing item specified as an item to be delivered on or prior to the Closing Date on the Closing Checklist prepared by Purchaser’s counsel and furnished to the Company and its counsel shall have been executed and delivered to Purchaser or otherwise satisfied, as applicable, in each case, as determined by the Purchaser; (18) evidence of cancellation of the Global Intercompany Note, dated January 25, 2017, among the Company and the Subsidiaries party thereto; (19) copies of the Longbridge Intercompany Note, duly executed by S360 Ltd., together with a duly executed allonge by the Company endorsing said note in blank to Purchaser; with originals of such note and allonge to be delivered to Purchaser by no later than the date required for such delivery as set forth in the Post-Closing Letter Agreement; and (x20) such other documentsCollateral Assignment of Acquisition Documents, governmental certificates, agreements, duly executed by the Company and lien searches as any Lender Party may reasonably requestS360 Georgia.

Documentation. The Administrative Agent shall have executed a counterpart of this Agreement and 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) executed counterparts of this Agreement from (A) the Borrower and all attached Exhibits each other Loan Party and Schedules and (B) each of the Notes payable to each Lender requesting a NoteLenders; (ii) executed counterparts of the Guaranty executed by Intercreditor Reaffirmation from each of the Borrower and all Subsidiaries existing on the Closing Dateparties thereto; (iii) executed counterparts of the Security Agreement Documents to be executed by the Borrower and each Subsidiary existing delivered 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 Date from 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 Collateralparties thereto; (iv) appropriate UCC and intellectual property search reports for a certificate dated the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties Closing Date from a Responsible Officer of the Borrower stating that all representations and its Subsidiarieswarranties of the Loan Parties set forth in Article IV are true and correct as of the Closing Date in all material respects (provided that to the extent any representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty shall be true and correct in all respects); (v) certificates a certificate of insurance naming the Administrative Agent 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 the Organizational Documents of such Loan Party, including all amendments thereto, as loss payee with respect in effect on the Closing Date and at all times since a date prior to property insurancethe date of the resolutions described in clause (B) below, certified by the Secretary of State (or additional insured with respect equivalent Governmental Authority) of the state of its organization, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or Persons performing similar functions) of such Loan Party authorizing the Transactions to liability insurancebe entered into by such Loan Party and that such resolutions have not been modified, rescinded or amended and covering are in full force and effect and (C) as to the Borrower’s incumbency and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3specimen signature of each officer executing any Loan Document or Notices of Borrowing; (vi) a certificate of another officer of each Loan Party dated the Closing Date and certifying as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (v) above; (vii) certificates from an authorized officer the appropriate Governmental Authority certifying as to the good standing, existence and authority of each Loan Party in the jurisdiction of its incorporation or formation; (viii) a certificate from a Financial Officer of the Borrower dated the Closing Date and addressed to the Administrative Agent and each of the Lenders party hereto, which shall be in form and in substance reasonably satisfactory to the Administrative Agent, certifying that the Borrower and its Subsidiaries, taken as a whole, after giving effect to the Original Tranche B Loans contemplated to be made under this Agreement and the other transactions contemplated hereby and thereby, are Solvent; (ix) an opinion reasonably acceptable to the Administrative Agent, dated the Closing Date, of Cravath, Swaine & Xxxxx LLP, special counsel to the Loan Parties; (x) opinions reasonably acceptable to the Administrative Agent, in each case dated the Closing Date, from local counsel located in each of Delaware, Texas, Oklahoma, Louisiana, Pennsylvania and Vermont; (xi) the Perfection Certificate, dated as of the Closing Date stating that as of such date (A) all representations and warranties executed by a Responsible Officer of the Borrower set forth in this Agreement are true Borrower; and (xii) executed copies of the definitive ABL Documents (and correct in all material respects (except that amendments, supplements, waivers, consents and all other modifications to such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofABL Documents since August 7, 2013), (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 case as 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 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 (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.

Documentation. The Administrative (i) On the execution date of this Agreement, 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 LendersBanks, and (except for the Notes) in sufficient copies for each Bank: (i1) 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 order of each of the Borrower’s Subsidiaries required in connection with the Security AgreementBanks, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateralrespectively; (iv2) appropriate UCC the Guaranty 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 SubsidiariesResidual Guaranty; (v3) certificates counterpart no. 1 of insurance naming the Administrative Agent as loss payee with respect to property insuranceGround Lease, or additional insured with respect to liability insurancethe Facilities Lease, the Agreement for Ground Lease and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, Agreement for such amounts and covering such risks as required by Section 5.3Facilities Lease; (vi4) the Guarantor Consent and the Lessee Consent; (5) a certificate from an authorized officer the President of the General Partner on behalf of the Borrower dated as of the Closing Effective Date stating that as of such date (Aa) 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 the conditions precedent set forth in this Section SECTION 3.1 have been met or waivedmet; (vii6) a secretary’s certificate from each Credit Party certifying such Person’s copies, certified as of the execution date of this Agreement, of (A) officers’ incumbencythe resolutions of the Board of Directors of the General Partner on behalf of the Borrower, the Lessee, and the Guarantor approving, in the case of the General Partner on behalf of the Borrower, this Agreement, the Notes, and the other Credit Documents to which the Borrower is a party, and, in the case of the Lessee and the Guarantor, the Credit Documents to which each such Person is a party and (B) authorizing resolutionsthe partnership agreement and all amendments thereto of the Borrower, (C) organizational documentsthe articles or certificate of incorporation and bylaws of the General Partner, the Lessee, and (D) the Guarantor and all documents evidencing other necessary corporate or partnership action and governmental approvals, if any, with respect to this Agreement, the Notes, and the other Credit Documents to which such Person is they are a party; (viii7) certificates a certificate of good standing for each the Secretary or an Assistant Secretary of the General Partner, the Lessee, and the Guarantor certifying as of the execution date of this Agreement the names and true signatures of officers of the General Partner, the Lessee, and the Guarantor authorized to sign this Agreement, the Notes, Notices of Borrowing and the other Credit Party in the state in Documents to which each such Person is organized, which certificates shall be (A) dated they are a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Dateparty; (ix8) an opinion of Robexx X. Xxxxx, Xx., xxunsel to the Borrower, dated as of the execution date of this Agreement and substantially in the form of the attached EXHIBIT "L"; (9) legal opinions an opinion of (A) Xxxxxx Schuxxx Xxxh & Xxxxxx LLPXabex XXX, as special counsel to the Credit PartiesLessee and the Guarantor, dated as of the execution date of this Agreement and substantially in the form of the attached EXHIBIT "M"; and (B10) Milleran opinion of Gardere Wynnx Xxxxxx & Xiggx, CanfieldL.L.P., Paddock and Stone, P.L.C., as Michigan counsel to the Credit PartiesAgent, dated as of the execution date of this Agreement and substantially in the form of the attached EXHIBIT "N". (Cii) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel On the date of the Initial Advance under this Agreement and pursuant to the Credit PartiesAgreement for Ground Lease, and (D) Draythe Agent received the following, Dyekmanduly executed by all the parties thereto, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable satisfactory to the Administrative Agent; and (x) such other documents, governmental certificates, agreementsAgent and the Banks, and lien searches as any Lender Party may reasonably request.in sufficient copies for each Bank:

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 Administrative Agent There shall have received been delivered to Buyer the following: (i) A notarial certificate, dated the Closing Date certifying, among other things, that attached or appended to such certificate: (A) is a true and correct copy of the Company’s Articles of Organization and Operating Agreement (or comparable document) and all amendments, if any, thereto as of the date thereof and a certificate on behalf of the Company attaching all corporate actions take in connection therewith; (B) is a true copy of all corporate actions taken by the Company’s board of directors authorizing the execution, delivery and performance of the Transaction Documents and the Contemplated Transactions; and (C) are the names and signatures of each of its duly executed by all elected or appointed officers, directors and attorneys-in-fact, if any, and who are authorized to execute and deliver the parties theretoTransaction Documents and any certificate, document or other instrument in connection herewith; (ii) a certificate from Seller and the Company confirming the matters set forth in Sections 5.2(a) and (b), 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 NoteBuyer; (iiiii) A signed opinion of Seller’s counsel, dated the Guaranty executed Closing Date, addressed to Buyer, in form and substance satisfactory to Buyer; (iv) A Deed of Transfer acknowledged by the Borrower Company and all Subsidiaries existing on any certificates representing the Purchase Shares, which shall constitute no less than 100% of the outstanding Equity of the Company as of 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 Releases in form and substance satisfactory to Buyer of insurance naming the Administrative Agent as loss payee all claims Seller or any Affiliate thereof has against or 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 5.3Company; (vi) a certificate Resignations from an authorized Seller or her Affiliates from all 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 directorships they may have 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 waivedCompany; (vii) a secretary’s certificate A fully executed Management Agreement from each Credit Party certifying such Person’s (ASeller in the form of Schedule 5.2(h)(vii) 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 partyhereto; (viii) certificates of good standing for each Credit Party A fully executed Employment Agreement from Xxxx Xxxx in the state in which each such Person is organized, which certificates shall be (Aform of Schedule 5.2(h)(viii) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Datehereto; (ix) legal opinions of (A) Xxxxxx & Xxxxxx LLPSuch other documents as may be reasonably requested by Buyer, 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 Buyer; (x) a financial audit of the Administrative AgentCompany’s Financial Statements prepared by an auditing firm that is registered by the PCAOB for the fiscal years ending December 31, 2011 and December 31, 2012 (the PCAOB Audit); and (xxi) all schedules and Exhibits referenced herein are completed and executed by Seller and such other documentsdocuments as may be reasonably requested by Buyer, governmental certificates, agreements, in form and lien searches as any Lender Party may reasonably requestsubstance satisfactory to Buyer.

Documentation. The Administrative All matters incident to the consummation of the transactions contemplated herein shall be satisfactory to the Agent, and the Agent shall have received received, reviewed, and approved the followingfollowing documents and other items, duly appropriately executed when necessary and, where applicable, acknowledged by one or more authorized officers of a Borrower all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and dated, where applicable, of even date herewith or another date acceptable to the LendersAgent in its sole discretion: (i) multiple counterparts of this Agreement and all attached Exhibits and Schedules and as requested by the Notes payable to each Lender requesting a NoteLenders; (ii) the a Guaranty executed by the each Subsidiary of a Borrower that is not a Borrower and all Subsidiaries existing on the Closing DateNotes executed by each Borrower; (iii) copies of the Security Agreement Certificate of Incorporation and all amendments thereto and the bylaws and all amendments thereto of each of the Borrowers and any Guarantor accompanied by a certificate issued by the secretary or an assistant secretary of each of the Borrowers or such Guarantor as the case may be, to the effect that each such copy is correct and complete; (iv) a certificate of incumbency and signatures of all officers of each of the Borrowers and any Guarantor who are authorized to execute Loan Documents on behalf of such Borrower or such Guarantor, as the case may be, each such certificate being executed by the secretary or an assistant secretary of such Borrower or such Guarantor; (v) copies of corporate resolutions approving the Loan Documents and authorizing the transactions contemplated herein and therein, duly adopted by the boards of directors of each Subsidiary existing on of the Closing DateBorrowers and any Guarantor accompanied by a certificate of the secretary or an assistant secretary of such Borrower or such Guarantor, together as the case may be, to the effect that such copies are true and correct copies of resolutions duly adopted at a meeting or by unanimous consent of the board of directors of such Borrower or such Guarantor and that such resolutions constitute all the resolutions adopted with (A) appropriate UCC-1 financing statements respect to such transactions, have not been amended, modified, or revoked in any respect, and intellectual property security agreements, if any, necessary for filing with are in full force and effect as of the appropriate authorities, (B) certificates, together with undated, blank stock powers for each date of such certificate; (vi) multiple counterparts, representing as requested by the Lenders, of the following Security Instruments creating, evidencing, perfecting, and otherwise establishing Liens in favor of the Agent for the benefit of the Agent, the Lenders and the Swap Counterparties, in and to the Collateral as security for the Obligations (subject to the provisions of Section 7.3): A. Supplements to the existing Mortgages or if applicable, new Mortgages, from a Borrower to the Agent for its benefit and the benefit of the Lenders covering (1) all Oil and Gas Properties to be included in the Borrowing Base which are not already encumbered under a Mortgage, and (2) Oil and Gas Properties of the Borrowers and Guarantors that, when combined with those Oil and Gas Properties already encumbered under a Mortgage, comprise 90% of the PV-10 value of all Oil and Gas Properties of the Borrowers and Guarantors; B. The Security Agreement (Stock Pledge) executed by the Borrowers and the Guarantors covering all of the issued and outstanding Equity Interests capital stock of each of their respective Subsidiaries and other personal property related thereto; C. The Security Agreement executed by the Borrower’s Subsidiaries required Borrowers and the Guarantors covering all personal property of the Borrowers and the Guarantors; D. Financing Statements naming each of the Borrowers, as debtor, in connection with favor of the Security AgreementAgent, and as secured party, constituent to the instruments described in clause (A) through clause (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateralabove; (iv) appropriate UCC E. Undated letters, in form of Exhibit I, from the Borrowers to each purchaser of production and intellectual property search reports disburser of the proceeds of production from or attributable to the Mortgaged Properties, together with additional letters with the addressees left blank, authorizing and directing the addressees to make future payments attributable to production from the Mortgaged Properties directly to the Agent; F. To the extent not previously delivered under the Existing Credit Agreement, Irrevocable Stock Powers executed in blank and the stock certificates for the Borrower and its Subsidiaries reflecting no prior Liens stocks pledged under the Security Agreements (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 thereofStock Pledge), (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’ incumbencyaudited Financial Statements of the Parent as of December 31, (B) authorizing resolutions2002 and unaudited Financial Statements of the Parent as of September 30, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party2003; (viii) certificates dated as of a recent date from the Secretary of State or other appropriate Governmental Authority evidencing the existence or qualification and good standing for of each Credit Party of the Borrowers in its jurisdiction of incorporation and in any other jurisdiction where such qualification is required by applicable law; provided that any such certificates that have not been delivered to the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days Agent prior to Closing Date or (B) otherwise effective on the Closing Dateeffectiveness of this Agreement shall not be a condition precedent to the effectiveness of this Agreement, so long as such certificates are delivered in accordance with Section 5.24(b); (ix) legal opinions results of (A) Xxxxxx & Xxxxxx LLPsearches of the UCC Records of the Secretary of State of the States of Alabama, as special counsel to the Credit PartiesLouisiana, (B) MillerMississippi, CanfieldTexas, Paddock and StoneDelaware, 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 PartiesMontana, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance Michigan from a source reasonably acceptable to the Administrative Agent and reflecting no Liens, other than Permitted Liens, against any of the Collateral as to which perfection of a Lien is accomplished by the filing of a financing statement; provided that the terminations required by Section 5.24(c) shall not be a condition precedent to the effectiveness of this Agreement, so long as such items are delivered in accordance with Section 5.24(c); (x) copies of all operating, lease, sublease, royalty, sales, exchange, processing, farmout, bidding, pooling, unitization, communitization, and other agreements relating to the Mortgaged Properties requested by the Agent; (xi) Engineering Reports covering the Mortgaged Properties to be included in the Borrowing Base, including the Oil and Gas Properties to be added as collateral pursuant to supplements to Mortgages or new Mortgages as required under clause (vi) above; (xii) the opinion of Xxxxxx X. Xxxxxx and the opinion of Xxxxx Xxxxx, LLP, as counsel to the Borrowers, substantially in the form attached hereto as Exhibits J-1 and J-2, with such changes thereto as may be approved by the Agent; (xiii) certificates evidencing the insurance coverage required pursuant to Section 5.18; provided that any such certificates that have not been delivered to the Agent prior to the effectiveness of this Agreement shall not be a condition precedent to the effectiveness of this Agreement, so long as such certificates are delivered in accordance with Section 5.24(a); and (xxiv) such other agreements, documents, governmental instruments, opinions, certificates, agreementswaivers, consents, and lien searches evidence as any Lender Party the 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 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, 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 requesting Lender requesting a Note; (ii) in the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date; (iii) amount of its Commitment, the Security Agreement executed by Agreements, the Borrower Guaranties, the Pledge Agreements, 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 Mortgages encumbering substantially 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’ personal property and encumbering at least 90% of all of the Loan Parties’ Proven Reserves (as set forth in the Initial Engineering Report) and Oil and Gas Properties with such insurance carriersin connection therewith (including the Oil and Gas Properties to be acquired under the Initial Acquisition), for such amounts and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s and the Guarantors’ primary counsel dated as of the date of this Agreement in form and covering such risks matters as the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the General Partner of (A) the resolutions of the board of managers of the General Partner approving the Loan Documents to which the Borrower or the General Partner is a party, (B) the articles or certificate of formation of the General Partner and the company agreement of the General Partner, (C) the certificate of limited partnership of the Borrower, (D) the partnership agreement of the Borrower, and (E) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes, and the other Loan Documents; (iv) certificates of the secretary or assistant secretary of the General Partner certifying the names and true signatures of the officers of the General Partner authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower or the General Partner is a party; (v) other than as otherwise required under clause (iii) above, copies, certified as of the date of this Agreement by Section 5.3a 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) the articles or certificate (as applicable) of incorporation (or organization) and bylaws of such Guarantor, and (C) all other documents evidencing other necessary corporate action and HOUSTON\2059604 -44- governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor 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, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the Closing Initial Funding Date from a Responsible Officer of the Borrower 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 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 with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (ix) property insurance certificates naming the Administrative Agent loss payee and liability insurance certificates naming the Administrative Agent as additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments (including business interruption insurance), and which is otherwise satisfactory to the Administrative Agent; (x) the Initial Engineering Report; (xi) stock, membership or partnership certificates required in connection with the Pledge Agreements and stock powers executed in blank for each such stock certificate; (xii) copies, certified by a Responsible Officer of the Borrower, of all of the Initial Acquisition Instruments and the Private Placement Documents, together with all amendments, modifications or waivers thereto in effect on the effective date of this Agreement; (xiii) a Compliance Certificate completed and executed by a Responsible Officer of the General Partner showing the calculation of, and Borrower’s pro forma compliance with Section 6.17 as of the Initial Funding Date after giving effect to the Initial Acquisition, the Private Placement and the Borrowings requested and made on the Initial Funding Date; (xiv) 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 organizedorganized 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 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 Agentdate hereof; and (xxv) 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 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 theretoreceived, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, a duly executed copy of this Agreement, the LendersRevolving Credit Notes and the other Loan Documents, together with such additional documents, instruments and certificates as Agent and its counsel shall require in connection therewith from time to time, all in form and substance reasonably satisfactory to Agent and its counsel, including, without limitation the following: (ia) this Agreement Current insurance certificates for Borrowers' casualty and all attached Exhibits and Schedules and the Notes payable to each liability insurance policies naming Lender requesting a Noteas lender loss payee and/or as additional insured, as applicable; (b) Certified copies of (i) resolutions of each Borrower's and each Subsidiary Guarantor's board of directors authorizing the execution and delivery of this Agreement and/or the Loan Documents to which each such entity is a party and the performance of all transactions contemplated hereby and/or thereby, as applicable, (ii) the Guaranty executed by the Borrower each Borrower's and all Subsidiaries existing on the Closing Date; each Subsidiary Guarantor's by-laws and any amendments thereto, and (iii) the Security Agreement executed by the an incumbency certificate of each 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 CollateralGuarantor; (ivc) appropriate UCC and intellectual property search reports for A copy of the Articles or Certificate of Incorporation of each Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower each Subsidiary Guarantor, and its Subsidiariesall amendments thereto; (vd) Good standing certificates for each Borrower and each Subsidiary Guarantor, issued by the Secretary of insurance naming the Administrative Agent as loss payee with respect to property insurance, State or additional insured with respect to liability insurance, and covering the Borrower’s and other appropriate official of its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3jurisdiction of incorporation; (vie) a A closing certificate from an authorized officer signed by the Chief Financial Officer of the Borrower Company dated as of the Closing Date date hereof, stating that as of such date (Ai) all the representations and warranties of the Borrower set forth in this Agreement Section 7 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 Borrowers are 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 The Security Documents duly executed, accepted and acknowledged by or on behalf of each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to of the Credit Documents to which such Person is a partysignatories thereto; (viiig) certificates The favorable, written opinion of good standing for each Credit Party in Borrowers' counsel as to 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 transactions contemplated by this Agreement and any of the Closing Dateother Loan Documents; (ixh) legal opinions of The Subsidiary Guaranty duly executed and delivered by each Subsidiary Guarantor; (Ai) Xxxxxx & Xxxxxx LLPSuch other documents, instruments and agreements as special counsel to Agent and/or Lenders shall reasonably request in connection with 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 Agentforegoing matters; and (xj) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably requestthe Pre-Closing Financial Statements (specifically including the Pre-Closing Home Health Care Statements).

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 Agreement, a Note to each Lender in an amount equal to such Lender’s Commitment, the Guaranties, the Pledge Agreement, the Security Agreement, and Mortgages encumbering 90% of the present value of the Obligor’s Proven Reserves and Oil and Gas Properties in connection therewith (as set forth in the Independent Engineering Report dated effective as of December 31, 2005), 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) a favorable opinion of counsel to Obligors dated as of the Guaranty executed by Effective Date and substantially in the Borrower form of the attached Exhibit K covering the matters discussed in such Exhibit and all Subsidiaries existing on such other matters as any Lender through the Closing DateAdministrative Agent may reasonably request; (iii) copies, certified as of the Security Agreement executed Effective Date by a Responsible Officer or secretary or assistant secretary of the Borrower and each Subsidiary existing on the Closing Date, together with 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 of the Borrower approving the Loan Documents to which the Borrower is a party, (B) certificates, together with undated, blank stock powers for each such certificate, representing all the bylaws and the certificate of the issued and outstanding Equity Interests of each incorporation of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any all other documentsdocuments evidencing other necessary corporate action and governmental approvals, agreementsif any, or instruments necessary with respect to createthis Agreement, perfect or maintain an Acceptable Security Interest in the CollateralNotes, and the other Loan Documents; (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 of a Responsible Officer or secretary or assistant secretary of the Borrower certifying, as of the Effective Date, the names and its Subsidiariestrue 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) certificates copies, certified as of insurance naming the Administrative Agent Effective Date 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) the articles or certificate (as loss payee applicable) of incorporation (or organization) and bylaws 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, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the Closing Effective Date from a Responsible Officer of the Borrower 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 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) certificates of good standing appropriate UCC-1 and UCC-3, as applicable, Financing Statements and amendments to Financing Statements covering the Collateral for each Credit Party filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest 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 DateCollateral; (ix) legal opinions of (A) Xxxxxx & Xxxxxx LLPinsurance certificates naming the Administrative Agent loss payee or additional insured, 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 Partiesapplicable, and (D) Drayevidencing insurance which meets the requirements of this Agreement and the Security Instruments, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable which is otherwise satisfactory to the Administrative Agent; (x) stock certificates required in connection with the Pledge Agreement and stock powers executed in blank for each such stock certificate; (xi) the Independent Engineering Report dated effective as of December 31, 2005; and (xxii) such other documents, governmental certificates, agreements, agreements and lien searches as any Lender Party the Administrative Agent may reasonably request.

Documentation. The Administrative Agent There shall have received been delivered to Parent and Purchaser 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 A certificate, dated the Closing Date, of the Representative and the Notes payable to each Lender requesting a NoteCompany confirming the matters set forth in Sections 6.3(a), (b) and (c); (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on A certificate, dated the Closing Date, of the Representative and the Company certifying that attached to such certificate (A) is a true and correct copy of the Certificate of Incorporation and by-laws (or comparable instruments) of Sellers and the Company, and all amendments, if any, thereto as of the date thereof; (B) are the names of the directors and officers of the Company; (C) is a true copy of all corporate actions taken by the board of directors and the shareholders of the Company (which actions shall have been taken prior to the date of entering into this Agreement) to authorize the Acquisition and the Other Contemplated Transactions (including the approval of the shareholders of the Company of the Sale Bonus); and (D) are the names and signatures of the duly elected or appointed officers of the Company who are authorized to execute and deliver this Agreement, the other Transaction Documents to which the Company is a party and any certificate, document or other instrument in connection herewith; (iii) True, correct and complete copies of all the Security Agreement executed by the Borrower Company Required Consents 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 CollateralPermits; (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 SubsidiariesAn executed Escrow 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, An executed Nondisclosure and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3Nonsolicitation Agreement; (vi) a certificate from an authorized officer The resignation of all officers and directors of the Borrower dated Company and the Subsidiary, 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 may have been met or waivedrequested by Purchaser; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (AA Nonforeign Certificate executed by the Company and the Representative in accordance with Section 1445(b) officers’ incumbencyof the Code, (B) authorizing resolutions, (C) organizational documents, substantially in the form and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a partyeffect of Exhibit D attached hereto; (viii) certificates A release, executed by the Representative and in favor of good standing for each Credit Party Parent and Purchaser, substantially in the state form and to the effect of Exhibit E attached hereto; (ix) Good standing certificates for the Company and the Subsidiary from the Secretary of State of the State of Delaware and each other jurisdiction in which each such Person the Company is organizedqualified to do business as a foreign corporation; (x) A signed opinion of Seller's counsel, dated the Closing Date, addressed to Parent and Purchaser, substantially in the form and to the effect of Exhibit F attached hereto; (xi) the Senior Lender Pay-Off Letter; (xii) the JZ Pay-Off Letter; (xiii) the Preferred Stock Pay-Off Letters; (xiv) the TJC Pay-Off Letter; (xv) the BHC Pay-Off Letter; (xvi) certificates evidencing all of the Purchased Shares, which certificates shall be (A) dated a date not earlier than 30 days prior duly endorsed in blank or accompanied by duly executed stock powers assigning them to Closing Date or (B) otherwise effective on the Closing DatePurchaser; (ixxvii) legal opinions releases from payees of the Sale Bonus and the Xxxxxxxx 1994 Employment Agreement Termination Payment; (Axviii) Xxxxxx & Xxxxxx LLPreleases of or amendments to the change in control provisions, as special counsel requested by Purchaser, of the Employment Agreements; (xix) evidence of the release by Jordan/Zalaznick Capital Corporation of the security interest in the Purchased Shares owned by Xxxx Xxxxxxxxx; (xx) evidence of the termination of the Stockholders Agreement, dated November 21, 1994, pertaining to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to capital stock of 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 AgentCompany; and (xxxi) such other documents, governmental certificates, agreements, a Landlord Consent and lien searches as any Lender Party may reasonably requestEstoppel Certificate in substantially the form and to the effect of Exhibit G attached hereto.

Documentation. The Administrative Agent Lenders 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 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 Agreements, 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 Mortgages encumbering substantially 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’ Proven Reserves and Oil and Gas Properties with such insurance carriers(other than the Xxxxxxx Shale Properties but including the Oil and Gas Properties to be acquired under the WO Energy Acquisition) in 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 the certificate of incorporation of the Borrower, (C) 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 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 the Borrower is continuing; 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) the articles or certificate (as applicable) of incorporation (or organization) and bylaws of such Guarantor, 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, other documents evidencing other necessary corporate action and (D) governmental approvals, if any, with respect to the Credit Guaranty, the Security Instruments, and the other Loan Documents to which such Person Guarantor is a party; (viiivi) certificates a certificate of good standing for the secretary or an assistant secretary of each Credit Party in Guarantor certifying the state in names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which each such Person Guarantor 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 Dateparty; (ixvii) legal opinions a certificate dated as of the date of this Agreement from the Responsible Officer of the Borrower stating that the conditions in this Section 3.01 have been met; (Aviii) Xxxxxx & Xxxxxx LLP, as special counsel delivery by Borrower of evidence satisfactory to the Credit PartiesAdministrative Agent that, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel on or prior to the Credit Partiesdate hereof, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel a cash infusion of not less than $30,000,000 in the aggregate has been made to the Credit PartiesBorrower in the form of common equity, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably Senior Debt or other types of capital acceptable to the Administrative Agent; 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; (ix) stock certificates required in connection with the Pledge Agreements and stock powers executed in blank for each such stock certificate; (x) insurance certificates naming the Collateral Trustee loss payee or 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; (xi) the initial Independent Engineer’s Report dated effective as of a date acceptable to the Administrative Agent; (xii) the Collateral Trust and Intercreditor Agreement; (xiii) copies, certified by a Responsible Officer of the Borrower, of all of the WO Energy Acquisition Instruments, together with all amendments, modifications or waivers thereto in effect on the Effective Date; and (xxiv) 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 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 shall have received the following, following duly executed by all the parties thereto, in form and substance 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 Lender in the amount of its Commitment, the Security Agreements, Mortgages encumbering the Proven Reserves and Oil and Gas Properties of Borrower as described therein, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of (A) the Borrowers’ counsel dated as of the date of this Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: Lenders and covering such matters as the Administrative Agent may reasonably request and (iB) the Borrowers’ local counsel in Louisiana dated as of the date of this Agreement in form and all attached Exhibits and Schedules substance reasonably satisfactory to the Administrative Agent and the Notes payable to each Lender requesting a Note; (ii) Lenders and covering such matters as 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 or the secretary or an assistant secretary of each Borrower of (a) the resolutions of the board of directors or managers (or other applicable governing body) of such Borrower approving the Loan Documents to which it is a party, (b) the articles or certificate (as applicable) of incorporation (or organization) and each Subsidiary existing on the Closing Datebylaws, together with limited liability company agreement, operating agreement, limited partnership agreement or other governing documents of such Borrower, 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, the Notices of Borrowing, the Notices of Conversion or Continuation, and its Subsidiariesthe other Loan Documents to which such Borrower is a party; (v) certificates of insurance naming good standing for each Borrower in each state in which each such Person is organized or qualified to do business, which certificate shall be dated a date not sooner than 10 days prior 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 5.3date of this Agreement; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date date of this Agreement from a Responsible Officer of the Borrower Representative on behalf of the Borrowers stating that as of such date (Aa) all representations and warranties of the each 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 in the case of representations and warranties that already which 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), ; (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; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbencyappropriate UCC-1 and UCC-3, (B) authorizing resolutionsas applicable, (C) organizational Financing Statements covering the Collateral for filing by the Administrative Agent with the appropriate authorities and any other documents, and (D) governmental approvals, if any, with respect agreements or instruments reasonably necessary to the Credit Documents to which create an Acceptable Security Interest in such Person is a partyCollateral; (viii) 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 good standing for each Credit Party in this Agreement and the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing 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 PartiesSecurity Instruments, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable which is otherwise satisfactory to the Administrative Agent; and (xix) 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 Purchaser shall have received received, on or prior to the Closing Date, the following, each in the form and substance satisfactory to Purchaser and its counsel: (1) duly executed counterparts of this Agreement by each of the Obligors and the Purchaser, together with all Schedules hereto updated as of the Closing Date; (2) the Second Amended and Restated Note in the form of Exhibit A hereto, duly executed, delivered and issued by the Company to the Purchaser; (3) Duly executed counterparts of the Omnibus and Reaffirmation Agreement, by each of the Obligors and the Purchaser, together with updated Schedules to the Existing Security Agreement and the Existing Pledge Agreement; (4) An amendment to, or amendment and restatement of, the Existing Share Mortgage (the “Share Mortgage Amendment”) and to the Existing Pledge Agreement (collectively, the “Pledge Amendments”), duly executed by the Company, which for avoidance of doubt includes, among other collateral specified therein, a pledge of 100% of the equity of all first-tier Foreign Subsidiaries of the parties Obligors (other than any Excluded Subsidiaries), together with all schedules thereto; (5) [Intentionally deleted]; (6) a Closing Certificate, duly executed by the Company, certifying as to no default and certain other matters, and attaching true, correct and complete copies of all Existing Senior Secured Debt Documents; (7) [intentionally deleted]; (8) [intentionally deleted]; (9) UCC-1 Financing Statements for filing in each appropriate jurisdiction naming each of the Obligors as “debtor” and the Purchaser as “secured party” covering the Collateral; (10) [intentionally deleted]; (11) Lien search results with respect to each Obligor, from all appropriate jurisdictions and filing offices as requested by the Purchaser, with results satisfactory to the Purchaser, together with executed originals of such termination statements, releases and cancellations of mortgages required by the Purchaser in connection with the removal of any Liens (other than Permitted Liens) against the assets of the Obligors; (12) Secretary Certificate by each Obligor, or by the Company on behalf of itself and each other Obligor, together with attached copies of the certificate of formation, organization or jurisdictional equivalent of each Obligor and all amendments thereto certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, together with the bylaws, operating agreement or equivalent document, in each case, certified by the relevant secretary or manager of such Obligor as of a recent date; and (b) good standing certificates or jurisdictional equivalent for each Obligor, issued by the relevant Secretary of State and or equivalent governmental authority in which such Obligor is organized, in each case as of a recent date; (c) a copy of resolutions adopted by the governing board of each Obligor, authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which such Obligor is a party certified as true, complete and correct by the relevant secretary of manager of such Transaction as of a recent date; and (d) specimen signatures of the officers or members of each Obligor executing the Agreement and the other Transaction Documents, certified as genuine by the relevant secretary or manager of such Obligor; (13) favorable legal opinion of Xxxxxx & Xxxxx, LLP, counsel to the Obligors addressed to the Purchaser, covering such matters relating to the transactions contemplated hereby as the Purchaser may reasonably request, and in form and scope reasonably satisfactory to Purchaser and its counsel; (14) copies of all consents and waivers, if any, required by any Governmental Authorities or required under any of the Company’s Material Contracts in connection with the transactions contemplated hereby, including, without limitation, consents or waivers with respect to any agreements prohibiting (A) the grant of any security interest on any Collateral, (B) the payment of the PIK Fee Shares, and (C) the issuance of the Senior Notes, the incurrence of the Obligations, any guaranty thereof by any Guarantor, and any security or pledge by the Obligors in favor of Purchaser; (15) certified copies of (A) the audited annual consolidated financial statements of the Company for the fiscal years ending December 31, 2019, (B) the internally prepared quarterly financial statements of the Company for the period from January 1, 2020 through and including the fiscal quarter ended June 27, 2020, and (C) updated financial projections for the Company and its consolidated subsidiaries, each in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all Purchaser, copies of which are attached Exhibits and Schedules and the Notes payable to each Lender requesting a Noteas Exhibit C hereto; (ii16) a duly executed solvency certificate from the Guaranty executed by Company as to solvency of each the Borrower and all Subsidiaries existing Obligors, taken as a whole, after giving effect to the transactions contemplated hereunder to occur on the Closing Date; (iii17) each other Transaction Document and closing item specified as an item to be delivered on or prior to the Security Agreement executed by the Borrower and each Subsidiary existing Closing Date on the Closing DateChecklist prepared by Purchaser’s counsel and furnished to the Company and its counsel shall have been executed and delivered to Purchaser or otherwise satisfied, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementsas applicable, if anyin each case, necessary for filing with as determined 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 CollateralPurchaser; (iv18) 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[Intentionally deleted]; and (x19) such other documentsAmendment No. 3 to Warrant Agreement, governmental certificates, agreements, duly executed by the Company and lien searches as any Lender Party may reasonably requestthe Purchaser.

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the followingBorrower and the Banks, 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 Indemnity, in sufficient copies for each Bank: (i) this Agreement and the Notes, all attached Exhibits and Schedules Guaranties, and the Notes payable to each Lender requesting a NoteEnvironmental Indemnity; (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 the Chief Executive Officer, President or Chief Financial Officer of the Parent on behalf of the Borrower dated as of the Closing Effective Date stating that as of such date the Effective Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Credit Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), respects; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.01 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, waived in writing; and (D) governmental approvalsto the best of the Borrower's knowledge there are no claims, if anydefenses, with respect counterclaims or offsets by the Borrower against the Banks under the Credit Documents; (iii) a certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower and each Guarantor dated as of the date of this Agreement certifying as of the date of this Agreement (A) the names and true signatures of officers or authorized representatives of the general partner of the Borrower and such Guarantor authorized to sign the Credit Documents to which such Person is a party; (viii) certificates party as general partner 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 PartiesPerson, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel resolutions of the Board of Directors or the members of the general partner of such Person 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 general partner of such Person delivered to the Credit PartiesBanks 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 general partner of such Person made since such date, (D) a true and correct copy of the partnership agreement for such Person, and (E) a true and correct copy of all partnership authorizations necessary or desirable in connection with the transactions herein contemplated; (iv) a certificate of the Secretary or an Assistant Secretary of the Parent dated as of the date of this Agreement certifying as of the date of this Agreement (A) resolutions of the Board of Directors of such Person with respect to the transactions herein contemplated, (B) the copies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation or bylaws of the Parent made since such date, (C) the issuance of the Parent Common Stock pursuant to the Public Offering Documents, (D) Draythat, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel after giving effect to the Credit PartiesPublic Offering, each the Parent owns 100% of the general partner interests and at least 70% of the limited partnership interests in the Borrower, and (3) the Parent has no first tier Subsidiaries other than the Borrower, and (E) a copy of the Advisory Agreement; (v) (A) one or more favorable written opinions of Bxxxx & Wxxx L.L.P., special counsel for the Borrower, the Parent, and their Subsidiaries, in a form and substance reasonably acceptable to the Administrative Agent; and, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve, (B) a reliance letter from Bxxxx & Wood L.L.P., as counsel to the Parent, and each other counsel (other than underwriters' counsel) delivering an opinion in connection with the Public Offering, in each case addressed to the Administrative Agent and the Banks and satisfactory in form and substance to the Administrative Agent stating that the Administrative Agent and the Banks may rely on such opinions as if they were original addressees thereof, and in each case attaching an executed original thereof, and (C) such other legal opinions as 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; (xvi) a Notice of Borrowing delivered in accordance with Section 2.02; (vii) a Borrowing Base Certificate dated as of the Closing Date, duly completed and executed by the Chief Financial Officer or Treasurer of the Parent on behalf of the Borrower which reflects that the aggregate Hotel Value of all Eligible Properties as of the Closing Date is at least $250,000,000; and (viii) such other documents, governmental certificates, agreements, and lien searches as any Lender Party either Agent may reasonably request.

Documentation. The Administrative Agent Lenders shall have received the followingfollowing ------------- documents, each dated the Merger Date (unless otherwise specified), each duly executed by all and delivered to the parties theretoLenders, and each to be satisfactory in form and substance reasonably satisfactory to the Administrative Agent Lenders and the Lenderstheir counsel: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteFacility B Notes, duly executed by Parent; (ii) reaffirmations of the Guaranty executed Agreements signed by each of the Borrower and all Subsidiaries existing on the Closing DateGuarantors; (iii) an amendment to the Security Agreement Stock Pledge Agreement, duly executed and delivered by Pledgor (the Borrower and each Subsidiary existing on "Stock Pledge Agreement"), pledging to the Closing DateCollateral Agent, together with for the benefit of the Lenders, a number of additional shares of MIDCOM common stock (the "Additional Pledged Shares") such that the aggregate number of shares pledged to the Collateral Agent is equal to the greater of (A) appropriate UCC-1 financing statements 2,000,000, multiplied by a fraction, the numerator of which is aggregate principal amount of the Facility B Loans requested and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, denominator of which is 10,000,000; and (B) certificates, together with undated, blank stock powers for each such certificate, representing all the quotient obtained by dividing (1) the product of two (2) times the aggregate principal amount of the issued and outstanding Equity Interests of each Facility B Loans requested by (2) the current market value (as defined under Regulation G) on the Tender Date of the Borrower’s Subsidiaries required in connection with the Security AgreementMIDCOM common stock, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest as reported in the Collateral;New York Times or the Wall Street --- ---- ----- ---- ------ Journal; ------- (iv) appropriate UCC the certificates evidencing the Additional Pledged Shares, together with stock powers duly executed in blank by Pledgor, with signatures guaranteed, and intellectual property search reports for such other instruments, documents or agreements with respect thereto as the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering Collateral Agent may require to be delivered to the properties of the Borrower and its SubsidiariesCollateral Agent; (v) certificates evidence satisfactory to Lenders that the Additional Pledged Shares are subject to (A) no Liens whatsoever other than in favor of insurance naming the Administrative Collateral Agent as loss payee and (B) no "lock-ups" or any similar agreement which would prevent the pledge thereof to the Collateral Agent for the benefit of the Lenders or, with respect to property insurancethe exception of the DLJ Letter Agreement, might prevent, affect, or additional insured with respect to liability insurance, and covering delay the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, resale thereof by the Collateral Agent for such amounts and covering such risks as required by Section 5.3the benefit of the Lenders; (vi) evidence satisfactory to Lenders that the repayment of the Affiliate Loan and of the Facility A Loan will not be subject to any impediment or cause a default or event of default relating to any agreement for borrowed money to which Parent or TI is party or to which Parent or TI is bound; (vii) additional warrants issued in the name of Lenders pursuant to the Warrant Agreement exercisable, as to each Lender, for such Lender's Pro Rata Share of two percent (2%) of Parents common stock on a fully diluted basis; (viii) a certificate from an authorized officer signed by each individual Guarantor, by the President or chief financial officers of each corporate Guarantor and by the President or chief financial officers of the Borrower dated as general partner of the Closing Date stating each Partnership Obligor, certifying that as of such date (A) all the representations and warranties of the Borrower set forth in this Agreement the Loan Documents to which each such Obligor is a party are true and correct in all material respects (except that on and as of such materiality qualifier shall not be applicable to any representations date with the same effect as though made on and warranties that already are qualified or modified by materiality in the text thereof), as of such date; (B) no Default has occurred such Obligor is on such date in compliance with all the terms and conditions set forth in the Loan Documents to which it is continuing; a party on its part to be observed and performed, 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’ incumbencyon the Merger Date, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect after giving effect to the Credit Documents to which such Person making of the Facility B Loans, no Default or Event of Default has occurred or 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 Datecontinuing; (ix) legal opinions a "bring-down" certificate of (A) Xxxxxx & Xxxxxx LLP, the Secretary of each Corporate Obligor as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock certificate delivered by such Corporate Obligor pursuant to Section hereof and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., as Oklahoma counsel documents relating to the Credit Parties, and (D) Dray, Dyekman, Xxxx & Xxxxxx P.C., as Wyoming counsel such Corporate Obligor delivered pursuant to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; andSection hereof; (x) a "bring-down" certificate of the general partner of the Partnership Obligor as to the certificate delivered by the Partnership Obligor pursuant to Section hereof and as to the partnership agreement delivered pursuant to Section hereof; (xi) a copy of the Certificate of Incorporation of Parent, and all restatements thereof or amendments thereto, certified as of a date close to the Merger Date, by the Secretary of State for Delaware; (xii) a duly completed and signed Federal Reserve Form FR G-3 in favor of each Lender, showing that the making of the Facility B Loan by such Lender complies with the requirements of Regulation G; (xiii) the written opinion of Xxxxx Xxxxxxxx & Xxxxxxx, counsel to Obligors, in the form attached hereto as Exhibit E, as to the --------- transactions contemplated by this Agreement; (xiv) such UCC termination statements and other Lien releases and terminations as the Lender may require with respect to the Collateral; (xv) copies of all required regulatory approvals, including, without limitation, any which may be required by regulatory authorities having jurisdiction over any Obligor and any that may be required for any transactions contemplated by this Agreement or any of the other Loan Documents; (xvi) such other documents, governmental certificatesinstruments and agreements with respect to the transactions contemplated by this Agreement as may be requested by the Lenders or the Collateral Agent, agreements, in each case in such form and lien searches containing such additional terms and conditions as any Lender Party may reasonably requestbe satisfactory to the Lenders and the Collateral Agent.

Documentation. The Administrative Agent Purchaser shall have received received, on or prior to the Closing Date, the following, duly executed by all each in the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent Purchaser and the Lendersits counsel: (i1) duly executed counterparts of this Agreement by each of the Obligors and the Purchaser, together with all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on hereto updated as of the Closing Date; (iii2) the Third Amended and Restated Note in the form of Exhibit A hereto, duly executed, delivered and issued by the Company to the Purchaser; (3) duly executed counterparts of the Omnibus and Reaffirmation Agreement, by each of the Obligors and the Purchaser, together with updated Schedules to the Existing Security Agreement and the Existing Pledge Agreement; (4) duly executed counterparts to Amendment No. 4 to Warrant Agreement by the Company and the Purchaser; (5) duly executed Warrant Agreement by the Company and the Purchaser; (6) a Closing Certificate, duly executed by the Borrower Company, certifying as to no default and each Subsidiary existing on the Closing Datecertain other matters, together with and attaching true, correct and complete copies of all Existing Senior Secured Debt Documents; (A7) appropriate [intentionally deleted]; (8) [intentionally deleted]; (9) UCC-1 financing statements and intellectual property security agreements, if any, necessary Financing Statements for filing with the in each appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of jurisdiction naming each of the Borrower’s Subsidiaries required in connection with Obligors as “debtor” and the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in Purchaser as “secured party” covering the Collateral; (iv10) [intentionally deleted]; (11) Lien search results with respect to each Obligor, from all appropriate UCC jurisdictions and intellectual property search reports for filing offices as requested by the Borrower Purchaser, with results satisfactory to the Purchaser, together with executed originals of such termination statements, releases and its Subsidiaries reflecting no prior cancellations of mortgages required by the Purchaser in connection with the removal of any Liens (other than Permitted Liens) encumbering against the properties assets of the Borrower and its SubsidiariesObligors; (v12) Secretary Certificate by each Obligor, or by the Company on behalf of itself and each other Obligor, together with attached copies of the certificate of formation, organization or jurisdictional equivalent of each Obligor and all amendments thereto, together with the bylaws, operating agreement or equivalent document, in each case, certified by the relevant secretary or manager of such Obligor as of a recent date; and (b) good standing certificates or jurisdictional equivalent for each Obligor, issued by the relevant Secretary of insurance naming State and or equivalent governmental authority in which such Obligor is organized, in each case as of a recent date; (c) a copy of resolutions adopted by the Administrative Agent governing board of each Obligor, authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which such Obligor is a party certified as loss payee true, complete and correct by the relevant secretary of manager of such Transaction as of a recent date; and (d) specimen signatures of the officers or members of each Obligor executing the Agreement and the other Transaction Documents, certified as genuine by the relevant secretary or manager of such Obligor; (13) favorable legal opinion of Hxxxxx & Bxxxx, LLP, counsel to the Obligors addressed to the Purchaser, covering such matters relating to the transactions contemplated hereby as the Purchaser may reasonably request, and in form and scope reasonably satisfactory to Purchaser and its counsel; (14) copies of all consents and waivers, if any, required by any Governmental Authorities or required under any of the Company’s Material Contracts in connection with the transactions contemplated hereby, including, without limitation, consents or waivers with respect to property insuranceany agreements prohibiting (A) the grant of any security interest on any Collateral and (B) the issuance of the Senior Notes, or additional insured with respect to liability insurancethe incurrence of the Obligations, any guaranty thereof by any Guarantor, and covering any security or pledge by the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3Obligors in favor of Purchaser; (vi15) a certificate from an authorized officer certified copies of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties the audited annual consolidated financial statements 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 Company for the text thereof)fiscal year ending 2021, (B) no Default has occurred the internally prepared quarterly financial statements of the Company for the period from January 1, 2022 through and is continuing; including the fiscal quarter ended June 30, 2022, 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, updated financial projections for the Company 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 Partiesits consolidated subsidiaries, each in form and substance reasonably acceptable satisfactory to the Administrative AgentPurchaser, copies of which are attached as Exhibit C hereto; (16) a duly executed solvency certificate from the Company as to solvency of each the Obligors, taken as a whole, after giving effect to the transactions contemplated hereunder to occur on the Closing Date; and (x17) such each other documentsTransaction Document and closing item specified as an item to be delivered on or prior to the Closing Date on the Closing Checklist prepared by Purchaser’s counsel and furnished to the Company and its counsel shall have been executed and delivered to Purchaser or otherwise satisfied, governmental certificatesas applicable, agreementsin each case, and lien searches as any Lender Party may reasonably requestdetermined by the Purchaser.

Documentation. The Administrative Agent 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 Lender shall have received the followingfollowing documents, duly executed each to be in form and substance satisfactory to Lender and its counsel: (1) Certificates of insurance or certified copies of each Borrower's casualty insurance policies, evidencing the existence of the insurance coverage required pursuant to this Agreement, together with loss payable endorsements thereto naming Lender as a loss payee or additional insured in form and substance satisfactory to Lender. (2) Such UCC financing statements as are required by Lender to perfect the Liens of Lender in the Collateral (subject to the provisions in Section 5.A.(7) hereof) and evidence, in a form acceptable to Lender, that such Liens will constitute valid and first priority perfected Liens. (3) A Certificate of the secretary or an assistant secretary of each Borrower, dated as of the date of this Agreement, certifying (i) that attached thereto is a true and complete copy of the Bylaws of Borrower, as in effect on the date of such certification, (ii) that attached thereto is a true and complete copy of resolutions, in form satisfactory to Lender, adopted by the Board of Directors of Borrower, authorizing the execution, delivery and performance of this Agreement and each of the other Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, and (iii) as to the incumbency and genuineness of the signature of each officer of Borrower executing this Agreement or any of the other Credit Documents to which Borrower is a party. (4) A copy of the Certificate of Incorporation of each Borrower, and all amendments thereto, certified by the Secretary or Assistant Secretary of each Borrower. (5) A good standing certificate for each Borrower issued by the Secretary of State of the jurisdictions indicated as follows: as to LPC, in Delaware, Arizona and Ohio; and as to LCI, in Delaware, Georgia and Ohio. (6) A certificate of each Borrower signed by the chairman, vice chairman, president or chief financial officer of each Borrower and dated as of the date of this Agreement, stating that (i) the representations and warranties set forth in Section 4 hereof are true and correct on and as of such date, (ii) Borrower is on such date in compliance with all the parties theretoterms and provisions set forth in this Agreement, and (iii) on such date no Event of Default exists and no event or condition has occurred or is continuing which, with the giving of notice, the lapse of time, or both, would constitute an Event of Default. (7) Written instructions from Borrower directing the disbursement of the loan proceeds pursuant to the facilities set forth in Sections 2.D, 2.E and 2.F hereof. (8) The written opinion of counsel to Borrowers as to the transactions contemplated by this Agreement and the Credit Documents, in form and substance reasonably satisfactory to Lender. (9) The Equipment Term Note, the Administrative Agent North Canton Term Note, the Vienna Term Note, the Casa Grande Note, the LaGrange Term Note and the LendersNorth Canton Equipment Note duly executed by Borrowers, and such other agreements, instruments and documents, including, without limitation, assignments, security agreements, mortgages, deeds of trust, pledges, guaranties and consents, which Lender may require to be executed in connection herewith, including, but not limited to, the following: (ia) this Agreement and all attached Exhibits and Schedules Environmental Assessments, Appraisals of Real Property , the Equipment and the Notes payable to each North Canton Equipment, ALTA Lender requesting a Note; (ii) Title Policies and Surveys of the Guaranty executed by North Canton Property, the Borrower Vienna Property, the Casa Grande Property and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateLaGrange Property, 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 documentsitems or information requested by Lender in regard to the North Canton Property, agreementsthe Vienna Property, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral;Casa Grande Property and the LaGrange Property. (ivb) 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 Duly executed UCC-1 Financing Statements as loss payee with respect to property insurancerequested by Lender from Borrowers, or additional insured with respect to liability insurancein recordable form, 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; andLender and its counsel. (xc) such other documentsDuly executed and delivered open-end mortgages of the North Canton Property and the Casa Grande Property from LPC in recordable form, governmental certificatesin form and substance acceptable to Lender and its counsel, agreementsgranting Lender the first lien on the North Canton Property and the Casa Grande Property, subject only to Permitted Encumbrances. (d) Duly executed and delivered open-end mortgages of the Vienna Property and the LaGrange Property from LCI in recordable form, in form and substance acceptable to Lender and its counsel, granting Lender the first lien searches as any on the Vienna Property and the LaGrange Property, subject only to Permitted Encumbrances. (10) An Amended and Restated Intercreditor Agreement executed by Congress in form and substance acceptable to Lender Party may reasonably requestand its counsel subordinating the rights of Congress to Lender's rights in the Collateral. (11) Lender shall have reviewed and approved in its sole discretion: the Project budget, which budget shall include costs incurred to date and verifiable costs to complete the Project.

Documentation. The Administrative Agent Lender shall have received the following, duly executed by all the parties theretoreceived, in form and substance reasonably satisfactory to it, each of the Administrative Agent and the Lendersfollowing duly executed: (i) this Agreement Agreement, and all attached Exhibits and Schedules and the Notes payable each other Loan Document to each Lender requesting which Borrower is a Noteparty, duly executed by Borrower which shall be original unless otherwise specified; (ii) from Borrower, a certificate of its secretary or assistant secretary dated as of the Guaranty date hereof as to: (A) resolutions of its board of directors then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by it; (B) its bylaws, a copy of which is attached; and (C) the Borrower incumbency and all Subsidiaries existing on signatures of those of its officers authorized to act with respect to the Closing DateLoan Documents to be executed by it; (iii) from Borrower, from the Security Agreement executed by the Borrower British Columbia Registrar of Companies, a good standing certificate 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 certified copy of the issued and outstanding Equity Interests its articles 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 Collateralincorporation; (iv) appropriate UCC and intellectual property search reports for the Borrower and from Holdings, a certificate of its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties secretary or assistant secretary dated as of the Borrower date hereof as to: (A) resolutions of its board of directors then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by it; (B) its Subsidiariesbylaws, a copy of which is attached; SWVP-018538 - 30 - 79351-0004/LEGAL23242297.11 and (C) the incumbency and signatures of those of its officers authorized to act with respect to each Loan Document to be executed by it; (v) certificates from Holdings, from the British Columbia Registrar of insurance naming the Administrative Agent as loss payee with respect to property insuranceCompanies, or additional insured with respect to liability insurance, a good standing certificate and covering the Borrower’s and certified copy of its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3articles of incorporation; (vi) from Curis Arizona, a certificate from an authorized officer of the Borrower its secretary or assistant secretary dated as of the Closing Date stating that date hereof as of such date to: (A) all representations resolutions of its board of directors then in full force and warranties effect authorizing the execution, delivery and performance of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not each Loan Document to be applicable to any representations and warranties that already are qualified or modified executed by materiality in the text thereof), it; (B) no Default has occurred and its bylaws, a copy of which is continuingattached; 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, the incumbency and (D) governmental approvals, if any, signatures of those of its officers authorized to act with respect to the Credit Documents each Loan Document to which such Person is a partybe executed by it; (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 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 Agent, the L/C Issuers party hereto and the LendersLenders party hereto: (i) a counterpart of this Agreement Amendment, duly executed and all attached Exhibits and Schedules delivered by the Borrower, the Subsidiary Guarantors, the Required Lenders and the Notes payable to each Lender requesting a NoteL/C Issuers; (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 the Borrower identity, authority and all Subsidiaries existing on the Closing Datecapacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment; (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 and in good standing in its jurisdiction of organization; (iv) favorable opinions of counsel to the Borrower Loan Parties, addressed to the Administrative Agent, each L/C Issuer and each Subsidiary existing on Lender, as to such matters concerning the Closing DateLoan Parties, together with 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 5.3;approvals are so required; and (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, Loan Notice with respect to the Credit Documents Term Loan Borrowing to which be made on the Amendment Effective Date and, if such Person is Term Loan Borrowing will initially consist of Eurocurrency Rate Loans, a party; funding indemnity letter (viiiit being understood that if such Term Loan Borrowing will initially consist of Eurocurrency Rate Loans, the items described in this clause (vi) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall must be (A) dated a date received not earlier later than 30 days 11:00 a.m. three Business Days prior to Closing Date or (B) otherwise effective on the Closing Amendment Effective 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 (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, the Issuing Lenders and the Lenders, and, where 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 Security Agreements, the Guaranties, the Pledge Agreements, and Mortgages encumbering at least 90% (by value) of all of the Borrower’s and the Guarantors’ Oil and Gas Properties constituting Proven Reserves, 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) a favorable opinion of (A) 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-1 and (B) the Borrower’s and the Guarantors’ local counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K-2 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 the Security date of this Agreement executed by a Responsible Officer of the Borrower and each Subsidiary existing on the Closing Date, together with 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 of the Borrower approving the Loan Documents to which the Borrower is a party, (B) certificates, together with undated, blank stock powers for each such certificate, representing all the articles or certificate of incorporation and the issued and outstanding Equity Interests of each bylaws of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any all other documentsdocuments evidencing other necessary corporate action and governmental approvals, agreementsif any, or instruments necessary with respect to createthis Agreement, perfect or maintain an Acceptable Security Interest in the CollateralNotes, and the other Loan Documents; (iv) appropriate UCC and intellectual property search reports for certificates of the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties secretary or assistant secretary of the Borrower certifying the names and its Subsidiariestrue signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, and the other Loan Documents and Hedge Contracts to which the 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 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 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, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the Closing Date from a Responsible Officer of the Borrower stating that as of such date (A) all representations and warranties of the Borrower 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 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 with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (ix) insurance certificates naming the Administrative Agent loss payee or 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) a copy of the most recent Independent Engineering Report delivered pursuant to the Existing Agreement; (xi) to the extent required in connection with the Pledge Agreements, (A) stock or, to the extent applicable under the Person’s organizational documents, membership or partnership interest certificates, and stock powers executed in blank for each such stock certificate endorsed in blank to the Administrative Agent and (B) to the extent such Person is a limited liability company or a limited partnership, copies of its limited liability company agreement, partnership agreement or other similar document the terms of which expressly provide that membership interests or partnership interests, as applicable, in such Person are securities governed by Chapter 8 of the Uniform Commercial Code as in effect in the State of Texas; (xii) certificates of good standing and existence for the Borrower and each Credit Party Guarantor in (a) the state state, province or territory in which each such Person is organizedorganized and (b) each other state, province or territory in which it is required to be qualified to do business under Section 5.03, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Datedate hereof; (ixxiii) legal opinions copies, certified by a Responsible Officer of (A) Xxxxxx & Xxxxxx LLPthe Borrower, of the CIECO Loan Documents and all exhibits and schedules thereto, together with all amendments, modifications or waivers thereto in effect 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 in form and substance reasonably acceptable to the Administrative Agentdate of this Agreement; and (xxiv) 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 On or before the day on which the initial Advance is to be made or the initial Letter of Credit is to be issued, the Bank 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 LendersBank: (i) this Agreement Agreement, the Note, the Pledge Agreement, and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteFederal Reserve Form U-1; (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 Note, the Pledge Agreement and the other Credit Documents, (B) authorizing resolutionsthe articles 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 Note, 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 Note, the Pledge Agreement, and the other Credit Documents; (viiivi) certificates a favorable opinion of good standing for each Credit Party the General Counsel of 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 Pledged Shares and related stock powers in favor of (A) Xxxxxx & Xxxxxx LLPthe Bank, 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 Bank may reasonably request.

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, the Issuing Lenders and the Lenders, and, where 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 Security Agreements, the Guaranties, the Pledge Agreements, and Mortgages encumbering at least 90% (by value) of all of the Borrower's and the Guarantors' Oil and Gas Properties constituting Proven Reserves, 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) a favorable opinion of (A) 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-1 and (B) the Borrower's and the Guarantors' local counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K-2 covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) a certificate of the Security Agreement executed by secretary, assistant secretary or Responsible Officer of the Borrower and each Subsidiary existing on certifying copies as of the Closing Date, together with date of this Agreement of (A) appropriate UCC-1 financing statements the resolutions of the board of directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the articles or certificate of incorporation and intellectual property security agreementsthe bylaws of the Borrower, (C) certificates of good standing and existence for the Borrower in (1) the state, province or territory in which the Borrower is organized and (2) each other state, province or territory in which the Borrower is required to be qualified to do business under Section 5.03, which certificates shall be dated a date not earlier than 30 days prior to the date hereof, (D) 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 and Hedge Contracts to which the Borrower is a party and (E) all other documents evidencing other necessary corporate action and governmental approvals, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security 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 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 secretary, an assistant secretary or Responsible Officer of each Guarantor certifying copies as of the date of this Agreement 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) the articles or certificate (as applicable) of incorporation (or organization) and its Subsidiariesbylaws of such Guarantor, (C) certificates of good standing and existence for each Guarantor in (1) the state, province or territory in which each Guarantor is organized and (2) each other state, province or territory in which each Guarantor is required to be qualified to do business under Section 5.03, which certificates shall be dated a date not earlier than 30 days prior to the date hereof, (D) 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 and (E) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (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 Borrower 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 the conditions precedent set forth in this Section 3.1 3.01 have been met met; (vi) 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 waivedinstruments necessary to create an Acceptable Security Interest in such Collateral; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbencyinsurance certificates naming the Administrative Agent as lender loss payee or additional insured, (B) authorizing resolutions, (C) organizational documentsas applicable, and (D) governmental approvalsevidencing insurance which meets the requirements of this Agreement and the Security Instruments, if any, with respect and which is otherwise satisfactory to the Credit Documents to which such Person is a partyAdministrative Agent; (viii) certificates a 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 most recent Independent Engineering Report delivered pursuant to Closing Date or (B) otherwise effective on the Closing DateExisting Agreement; (ix) legal opinions of to the extent required in connection with the Pledge Agreements, (A) Xxxxxx & Xxxxxx LLPstock or, as special counsel to the Credit Partiesextent applicable under the Person's organizational documents, membership or partnership interest certificates, and stock powers executed in blank for each such stock certificate endorsed in blank to the Administrative Agent and (B) Millerto the extent such Person is a limited liability company or a limited partnership, Canfieldcopies of its limited liability company agreement, Paddock and Stone, P.L.C.partnership agreement or other similar document the terms of which expressly provide that membership interests or partnership interests, as Michigan counsel to applicable, in such Person are securities governed by Chapter 8 of the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & Xxxxxx, P.C., Uniform Commercial Code as Oklahoma counsel to in effect in 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 AgentState of Texas; and (x) such other documents, governmental certificates, agreements, agreements and lien searches as the Administrative Agent or any Lender Party may reasonably request.