Common use of Initial Borrowing Clause in Contracts

Initial Borrowing. Before or concurrently with the initial Borrowing: (a) The Administrative Agent shall have received the favorable written opinion of Xxxxxx & Xxxxxxx LLP, counsel to Borrower; (b) The Administrative Agent shall have received copies of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Administrative Agent shall have received copies of resolutions of the Borrower’s Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof; (e) The Administrative Agent shall have received a duly executed counterpart of this Agreement from each of the Lenders and the Borrower; (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31, 2010; (g) Except as set forth on Schedule 6.1, neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31, 2010 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor or the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrower, the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its terms; and (k) The Administrative Agent shall have received such other documents and information as it may reasonably request. By executing this Agreement, the Administrative Agent and each of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSW

Initial Borrowing. Before or concurrently with the initial Borrowing: (a) The Administrative Agent shall have received the favorable written opinion of Xxxxxx & Xxxxxxx LLPXxxxxxx, counsel to Borrower; (b) The Administrative Agent shall have received copies of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Administrative Agent shall have received copies of resolutions of the Borrower’s Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof; (e) The Administrative Agent shall have received a duly executed counterpart of this Agreement from each of the Lenders and the Borrower; (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31June 30, 20102006; (g) Except as set forth on Schedule 6.1, neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31June 30, 2010 2006 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor or the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrower, the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its terms2006; and (kj) The Administrative Agent shall have received such other documents and information as it may reasonably request. By executing this Agreement, the Administrative Agent and each of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSW.

Initial Borrowing. Before or concurrently with the initial Borrowing: (a) The Administrative Agent shall have received the favorable written opinion of Xxxxxx Latham & Xxxxxxx LLPWatkins, counsel to Borrower; (b) The Administrative Agent shall Administxxxxxx Agxxx xxxll have received copies of the Borrower’s 's (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Administrative Agent shall have received copies of resolutions of the Borrower’s 's Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s 's behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s 's duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof; (e) The Administrative Agent shall have received a duly executed counterpart of this Agreement from each of the Lenders and the Borrower; (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31June 30, 20102005; (g) Except as set forth on Schedule 6.1, neither Neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31June 30, 2010 2005 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower Existing Agreement shall have delivered the SEC Disclosure Documents which Nicor or been terminated and all obligations owing thereunder shall have been repaid in full. By their execution hereof, the Borrower shall have filed with and each Lender that is party to the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrower, the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its termsExisting Agreement hereby agree that such agreement is terminated; and (kj) The Administrative Agent shall have received such other documents and information as it may reasonably request. By executing this Agreement, the Administrative Agent and each of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSW.

Initial Borrowing. Before or concurrently with the initial Borrowing: (a) The Administrative Agent shall have received the favorable written opinion of Xxxxxx & Xxxxxxx LLP, counsel to BorrowerBorrowers; (b) The Administrative Agent shall have received copies of the each Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Administrative Agent shall have received copies of resolutions of the each Borrower’s Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the such Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s duly executed Note of the each Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof; (e) The Administrative Agent shall have received a duly executed counterpart of this Agreement from each of the Lenders and the BorrowerBorrowers; (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31, 20102009; (g) Except as set forth on Schedule 6.1, neither the Borrower nor any of its their Subsidiaries shall have, during the period from December 31, 2010 2009 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower Existing Agreement shall have delivered the SEC Disclosure Documents which Nicor or the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrower, the Administrative Agent and the other financial institutions party thereto has been terminated (upon maturity or otherwise) and all obligations owing thereunder shall have been repaid in accordance with its termsfull; and (kj) The Administrative Agent shall have received such other documents and information as it may reasonably request. By executing this Agreement, the Administrative Agent and each of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSW.

Initial Borrowing. Before or concurrently with the initial Borrowing: (a) The Administrative Agent shall have received the favorable written opinion of Xxxxxx Lxxxxx & Xxxxxxx LLPWxxxxxx, counsel to Borrower; (b) The Administrative Agent shall have received copies of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Administrative Agent shall have received copies of resolutions of the Borrower’s Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof; (e) The Administrative Agent shall have received a duly executed counterpart of this Agreement from each of the Lenders and the Borrower; (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December March 31, 20102009; (g) Except as set forth on Schedule 6.1, neither the Borrower nor any of its Subsidiaries shall have, during the period from December March 31, 2010 2009 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor or the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 20112009; (j) The 364 Day Credit Agreement, dated as of April 23August 11, 20102008, among the Borrower, the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its terms; and (k) The Administrative Agent shall have received such other documents and information as it may reasonably request. By executing this Agreement, the Administrative Agent and each of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSW.

Initial Borrowing. Before or concurrently with the initial Borrowing: (a) The Administrative Agent shall have received the favorable written opinion of Xxxxxx & Xxxxxxx LLP, counsel to Borrower; (b) The Administrative Agent shall have received copies of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Administrative Agent shall have received copies of resolutions of the Borrower’s Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof; (e) The Administrative Agent shall have received a duly executed counterpart of this Agreement from each of the Lenders and the Borrower; (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31, 20102009; (g) Except as set forth on Schedule 6.1, neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31, 2010 2009 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor or the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 20112010; (j) The 364 Day Credit Agreement, dated as of April 23May 11, 20102009, among the Borrower, the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its terms; and (k) The Administrative Agent shall have received such other documents and information as it may reasonably request. By executing this Agreement, the Administrative Agent and each of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSW.

Initial Borrowing. Before or concurrently with the initial Borrowing: (a) The Administrative Agent shall have received the favorable written opinion of Xxxxxx Latham & Xxxxxxx LLPWatkins, counsel to Borrower; (b) The Administrative Agent shall have Xxxxx shaxx xxxx received copies of the Borrower’s 's (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Administrative Agent shall have received copies of resolutions of the Borrower’s 's Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s 's behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s 's duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof;; 26 (e) The Administrative Agent shall have received a duly executed counterpart of this Agreement from each of the Lenders and the Borrower; (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31June 30, 20102003; (g) Except as set forth on Schedule 6.1, neither Neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31June 30, 2010 2003 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower Existing Bi-Lateral Credit Agreements shall have delivered the SEC Disclosure Documents which Nicor or the Borrower been terminated and all obligations owing thereunder shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrowerbeen repaid in full. By their execution hereof, the Administrative Agent Borrowers and each Lender that is party to an Existing Bi-Lateral Credit Agreement (but as to such a Lender only with respect to the other financial institutions party thereto has terminated (upon maturity or otherwiseagreement to which such Lender is a party) in accordance with its termshereby agree that such agreement is terminated; and (kj) The Administrative Agent shall have received such other documents and information as it may reasonably request. By executing this Agreement, the Administrative Agent and each of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSW.

Initial Borrowing. Before or concurrently with the initial Borrowing: (a) The Administrative Agent shall have received the favorable written opinion of Xxxxxx & Xxxxxxx LLPXxxxxxx, counsel to Borrower; (b) The Administrative Agent shall have received copies of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Administrative Agent shall have received copies of resolutions of the Borrower’s Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof; (e) The Administrative Agent shall have received a duly executed counterpart of this Agreement from each of the Lenders and the Borrower; (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31June 30, 20102008; (g) Except as set forth on Schedule 6.1, neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31June 30, 2010 2008 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor or the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrower, the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its terms2008; and (kj) The Administrative Agent shall have received such other documents and information as it may reasonably request. By executing this Agreement, the Administrative Agent and each of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSW.

Initial Borrowing. Before or concurrently with the initial Borrowing: (a) The Administrative Agent shall have received the favorable written opinion of Xxxxxx Latham & Xxxxxxx LLPWatkins, counsel to BorrowerBorrowers; (b) The Administrative Agent shall Adminixxxxxxve Xxxxx xhall have received copies of the each Borrower’s 's (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Administrative Agent shall have received copies of resolutions of the each Borrower’s 's Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the such Borrower’s 's behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s 's duly executed Note of the each Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof; (e) The Administrative Agent shall have received a duly executed counterpart of this Agreement from each of the Lenders and the BorrowerBorrowers; (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31June 30, 20102005; (g) Except as set forth on Schedule 6.1, neither the Neither Borrower nor any of its their Subsidiaries shall have, during the period from December 31June 30, 2010 2005 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower Existing Agreement shall have delivered the SEC Disclosure Documents which Nicor or the Borrower been terminated and all obligations owing thereunder shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrowerbeen repaid in full. By their execution hereof, the Administrative Agent Borrowers and each Lender that is party to the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its termsAgreement hereby agree that such agreement is terminated; and (kj) The Administrative Agent shall have received such other documents and information as it may reasonably request. By executing this Agreement, the Administrative Agent and each of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSW.

Initial Borrowing. Before The making of any Advances hereunder shall not occur until the later of September 25, 2006, the “Initial Funding Date”, or concurrently satisfaction of the conditions precedent specified in Section 4.2 hereof and delivery to the Administrative Agent of the following (each of the following documents being duly executed and delivered and in form and substance satisfactory to the Managing Agents and the Administrative Agent, and, with the initial Borrowing:exception of the Notes and the UCC statement(s), each in a sufficient number of originals that each Managing Agent may have an executed original of each document): (a) The Administrative Agent shall have received the favorable written opinion an executed counterpart of Xxxxxx & Xxxxxxx LLP, counsel to Borrowerthis Agreement; (b) The Administrative Agent shall have received copies of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant SecretaryNotes; (c) The the Collateral Agency Agreement, the Security Agreement, the Collection Account Control Agreement, the Reserve Account Control Agreement and such other Security Instruments as may be requested by the Administrative Agent shall have received copies of resolutions of the Borrower’s Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant SecretaryAgent; (d) The Administrative Agent shall have received for each Lender that requests a Notethe Servicer Performance Guaranty, such Lender’s duly executed Note substantially in the form of Exhibit G-1 hereto and the Borrower dated Originator Performance Guaranty, substantially in the date hereof and otherwise in compliance with the provisions form of Section 2.9(a) hereofExhibit G-2 hereto; (e) The Administrative Agent shall have received a duly executed counterpart of this Agreement from each of the Lenders and the BorrowerRepurchase Agreement; (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31, 2010the Subordination Agreement; (g) Except a certificate of the Secretary or Assistant Secretary of each of the Borrower, each Originator and the Performance Guarantor certifying as set forth on Schedule 6.1to (i) resolutions of each Borrower’s, neither each Originator’s and the Borrower nor any Performance Guarantor’s board of its Subsidiaries shall havedirectors or managers, during as applicable, authorizing the period from December 31execution, 2010 delivery, and performance by each of them of the Transaction Documents to which they are a party and identifying the Closing Dateofficers or the members, issuedas applicable, incurredof the Borrower, assumedthe Originators and the Performance Guarantor who are authorized to sign such Transaction Documents, created(ii) specimen signatures of the officers or the members, become liable foras applicable, contingently so authorized, (iii) the certificate of incorporation or otherwiseorganization, any material Indebtedness other than and (iv) bylaws or the issuance of commercial paper consistent with past practiceslimited liability company agreement, as applicable; (h) The a favorable written opinion from counsel to the Borrower, the Originators and the Performance Guarantor on entity matters in a form acceptable to the Managing Agents; (i) a favorable written opinion from counsel to the Borrower and the Originators on security interest matters in a form acceptable to the Managing Agents; (j) a favorable written opinion from counsel to the Originators as to true sale and non-consolidation matters in a form acceptable to the Managing Agents; (k) a certificate from each of (i) the Secretary of State of the State of California, (ii) the Secretary of State of the State of Delaware and/or (iii) the Secretary of the State of Florida, and (iv) an officer or member, as applicable, of the Borrower, the Performance Guarantor and each of the Originators with respect to every state in which the Borrower, the Performance Guarantor or such Originator is organized or conducts business, as to the good standing of the Borrower, the Performance Guarantor and/or each of the Originators, as applicable, in each state or states for which each certificate is made; (l) each Fee Letter; (m) evidence of the payment of fees due at closing, as provided in each Fee Letter; (n) a letter agreement between the Borrower and the Collateral Agent establishing fees for collateral agency, custodial and administrative services, and a mutually agreeable schedule for payment of such fees shall have paid been executed by the Borrower and the Collateral Agent and shall have been approved by the Administrative Agent; (o) acknowledgment copies of proper Financing Statements (Form UCC1), filed on or prior to the date of the initial Advance, naming (i) each Originator as the Seller, the Borrower as the secured party/purchaser and the Administrative Agent for as the benefit assignee, and (ii) the Borrower as the debtor and the Administrative Agent on behalf of each Lender the applicable fees for providing its Commitment holders of the Obligations as the secured party, or other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect the ownership and security interests in the Collateral contemplated by the Repurchase Agreement and this Agreement; (ip) The Borrower shall have delivered a search report provided in writing to the SEC Disclosure Documents which Nicor or Administrative Agent by Bilzin Xxxxxxx Xxxxx Price & Xxxxxxx, LLP, listing all effective financing statements that name the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted thereforeof the Originators as debtor and that are filed in the jurisdictions in which filings were made pursuant to subsection (o) above and in such other jurisdictions as the Administrative Agent shall request, together with copies of such financing statements (none of which shall cover any Mortgage Loans or any national securities exchange on interests therein or after January 1, 2011proceeds thereof); (jq) The 364 Day Credit Agreement, dated evidence of the initial deposit to the Reserve Account in the amount of 0.5% of the Maximum Facility Amount; (r) such other documents as of April 23, 2010, among the Borrower, the Administrative Agent and may reasonably request at any time at or prior to the Borrowing Date of the initial Borrowing hereunder; (s) such other financial institutions party thereto has terminated (upon maturity documents as any Managing Agent may request at any time at or otherwise) in accordance with its termsprior to the Borrowing Date of the initial Borrowing hereunder; and (kt) The Administrative Agent shall have received such other documents and information as it may reasonably request. By executing this Agreementthe Performance Guarantor Quarterly Certificate, substantially in the Administrative Agent and each form of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSWExhibit H-3.

Initial Borrowing. Before The obligation of Investor to extend the Initial Borrowing is conditioned upon the fulfillment, subject to Investor's satisfaction, on or concurrently with prior to the initial BorrowingInitial Closing Date, of the following conditions: (a) The Administrative Agent following shall have received been executed and delivered to Investor by the favorable written opinion parties thereto: (i) that certain Amended and Restated Software Development and Licensing Agreement dated as of Xxxxxx & Xxxxxxx LLPeven date hereof in the form of Exhibit E (the "License Agreement"), counsel and that certain Amended and Restated Source Code Escrow Agreement dated as of even date hereof, in the form of Exhibit F (the "Escrow Agreement"); (ii) the Security Agreement; (iii) the Secured Facility Note; (iv) the warrant for shares of Company securities into which the Borrowings may be converted, with such changes, amendments and modifications as may be required by the Investor, in the form of Exhibit G (the "Debt Warrant"); (v) the purchase warrant initially exercisable for up to Borrower;8,000,000 shares of Company securities, with such changes, amendments and modifications as may be required by the Investor in the form of Exhibit H (the "Equity Warrant"); and (vi) the Option Agreement (this Agreement, the License Agreement, the Escrow Agreement, the Security Agreement, the Secured Facility Note, the Debt Warrant, the Equity Warrant and the Option Agreement, and all Schedules and Exhibits thereto, individually, a "Transaction Document" and collectively, the "Transaction Documents"). (b) The Administrative Agent Company shall have received copies furnished Investor with a legal opinion, dated as of the Borrower’s (i) Articles Initial Closing Date, of IncorporationGregory L. Hrncir, together with all amendments Esq. in form and (ii) bylaws (or comparable constituent documents) and any amendments theretosubstance satisfactory to Invesxxx xxx xxx xxxxxel, certified in each instance by its Secretary or an Assistant Secretary;as set forth on Exhibit I attached hereto. (c) The Administrative Agent Company shall have received delivered to Investor (a) copies of the Company's and each Subsidiary's Certificate of Incorporation, including all amendments thereto, certified by the Secretary of State of the Company's or the Secretary's State of incorporation, as the case may be, (b) a certificate from the Secretary of State of the State of the Company's and each Subsidiary's State of incorporation to the effect that the Company or the Subsidiary, as the case may be, is in good standing, (c) a certificate from the Secretary of State or other appropriate official in each State in which the Company and each Subsidiary is qualified to do business to the effect that the Company and each Subsidiary is in good standing in such State, (d) a certificate as to the tax status of the Company and each Subsidiary from the appropriate official in its jurisdiction of incorporation and each State in which the Company or the Subsidiary is qualified to do business and (e) a copy of the By-laws and the Certificate of Incorporation of the Company and each Subsidiary and the resolutions of the Borrower’s Board such boards of Directors authorizing directors unanimously approving the execution 1663651.11-New York Server 7A - MSW and delivery entering into of the Credit Transaction Documents and the consummation of the transactions contemplated thereby together with specimen signatures certified by the Secretary of the persons authorized to execute such documents Company or Subsidiary as being true, complete and correct and in effect on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary;Initial Closing Date. (d) The Administrative Agent Prior to the Initial Closing Date, there shall not have occurred a material adverse effect on (a) the business, operations, affairs, financial condition, assets, prospects or properties of the Company and its Subsidiaries taken as a whole, or (b) the ability of the Company to perform its obligations under this Agreement and the other Transaction Documents or (c) the continued validity or enforceability of this Agreement, and the other Transaction Documents (a "Material Adverse Effect") and the Company shall have received for each Lender that requests delivered to the Investor a Notecertificate, such Lender’s duly executed Note by an executive officer of the Borrower Company dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof;Initial Closing Date, to such effect. (e) The Administrative Agent representations and warranties of the Company and the parties thereto other than the Investor contained in each Transaction Document shall be true, complete and correct on and as of the Initial Closing Date with the same effect as though each of such representations and warranties had been made on and as of such date, and the Company shall have received delivered to Investor a duly certificate, executed counterpart of this Agreement from each by an executive officer of the Lenders and Company dated the Borrower;Initial Closing Date, to such effect. (f) The Administrative Agent All of the agreements and covenants of the Company and each of the parties thereto other than the Investor to be performed on or before the Initial Borrowing Closing Date pursuant to the terms of each Transaction Document shall have received been duly performed, and the Company shall have delivered to Investor a duly executed Compliance Certificate containing financial information certificate, dated as of December 31the Initial Borrowing Closing Date, 2010;executed by an executive officer of the Company, to such effect. (g) Except as set forth on Schedule 6.1No action or proceeding shall have been instituted or, neither to the Borrower nor best knowledge, information and belief of the Company, threatened before a court or other government body or by any public authority to restrain or prohibit any of its Subsidiaries the transactions contemplated by any of the Transaction Documents, and the Company shall havehave delivered to Investor a certificate, during dated the period from December 31, 2010 to the Initial Borrowing Closing Date, issuedexecuted by an executive officer of the Company, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices;to such effect. (h) The Borrower All governmental and other consents, filings and approvals, if any, necessary to permit the consummation of the transactions contemplated by each Transaction Document shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement;been received. (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor or the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrower, the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its terms; and (k) The Administrative Agent shall have received such other documents and information as it may reasonably request. By executing this Agreement, the Administrative Agent and each of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSWCompany to be issued and sold by the Company upon exercise of the Debt Warrant and Equity Warrant and any securities into which such securities may be convertible shall be duly authorized and validly authorized and all such securities shall be properly reserved for.

Initial Borrowing. Before Prior to or concurrently with the initial BorrowingBorrowing hereunder: (a) The the Administrative Agent shall have received the favorable written an opinion of Xxxxxx & Xxxxxxx LLPJohn Xxxxxxx, Xxquire, counsel to Borrowerthe Companies covering the matters set forth on Exhibit C hereto; (b) The Administrative Agent shall have received copies of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Administrative Agent shall have received copies of resolutions of the Borrower’s Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender that requests Bank a Note, such Lender’s duly executed Note of the Borrower dated in the date hereof amount of such Bank's Commitment, properly signed and otherwise in compliance with the provisions of Section 2.9(a) hereofcompleted; (ec) The the Administrative Agent shall have received copies (executed or certified as may be appropriate) of all legal documents or proceedings taken by the Companies in connection with the execution and delivery of this Agreement and the Notes to the extent the Banks or their counsel may reasonably request, together with a certificate of the secretary or an assistant secretary of the Companies attesting to the incumbency and specimen signatures of the officers of the Companies executing this Agreement and the Notes and authorized to act hereunder; (d) the Administrative Agent shall have received a duly executed counterpart copy of the charter and by-laws of the Companies; (e) legal matters incident to the execution and delivery of this Agreement from each of the Lenders and the BorrowerNotes shall be reasonably satisfactory to the Banks and their counsel; (f) The the Administrative Agent shall have received a duly executed Compliance Certificate containing financial information for the account of the Agents such fees as of December 31, 2010;the Borrower shall have agreed to pay the Agents; and (g) Except as set forth on Schedule 6.1, neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31, 2010 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor or the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrower, the Administrative Agent and date all of the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its terms; and (k) The Administrative Agent shall have received such other documents conditions precedent to effectiveness, all of the representations and information as it may reasonably request. By executing this Agreement, warranties of the Administrative Agent Companies and each of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSWthem contained herein shall be true and correct and no Default or Event of Default shall have occurred

Initial Borrowing. Before or concurrently with The obligation of Lender in respect of the initial Borrowingborrowing hereunder is subject to the following conditions precedent: (a) The Administrative Agent representations and warranties set forth in Article IV hereof and in any documents delivered herewith, including, without limitation, the Loan Documents, shall be true and correct in all material respects. (b) Each Borrower shall be in compliance with all the terms and provisions contained herein on its part to be observed or performed, and at the time of and immediately after consummation of the Transactions on the Closing Date. (c) Lender shall have received a certificate, dated the Closing Date and signed by a Senior Executive, confirming Doc #1273038 compliance with the conditions precedent set forth in this Section 5.02. (d) Lender shall have received the favorable written opinion of Xxxxxx & Xxxxxxx LLPcounsel for the Loan Parties, counsel dated the Closing Date, addressed to Borrower;Lender. (be) The Administrative Agent Lender shall have received copies of the Borrower’s (i) Articles a copy of Incorporationthe certificate or articles of incorporation or constitutive documents, together with all amendments in each case as amended to date, of each Loan Party, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of each from such Secretary of State or other official, in each case dated as of a recent date; (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Administrative Agent shall have received copies of resolutions a certificate of the Borrower’s Secretary of each Loan Party, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such person's By-laws as in effect on the date of such certificate and at all times since a date prior to the date of the resolution described in item (B) below, (B) that attached thereto is a true and complete copy of a resolution adopted by such person's Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW execution, delivery and delivery performance of this Agreement, the Credit Security Documents, the Notes, the other Loan Documents and the consummation borrowing hereunder, as applicable, and that such resolution has not been modified, rescinded or amended and is in full force and effect, (C) that such person's certificate or articles of incorporation or constitutive documents has not been amended since the date of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents last amendment thereto shown on the Borrower’s behalfcertificate of good standing furnished pursuant to (i) above, all certified and (D) as to the incumbency and specimen signature of each of such person's officers executing this Agreement, the Notes, each Security Document or any other Loan Document delivered in each instance by connection herewith or therewith, as applicable; (iii) a certificate of another of such person's officers as to incumbency and signature of its Secretary or Assistant Secretary;; and (iv) such other documents as Lender may reasonably request. (df) The Administrative Agent Lender shall have received for each Lender that requests a Note, such Lender’s the Notes duly executed Note of the Borrower dated the date hereof by Borrowers, payable to its order and otherwise in compliance complying with the provisions of Section 2.9(a2.03 hereof. Doc #1273038 (g) Lender shall have received the Security Documents, each duly executed by the applicable Loan Parties, and the Pledged Notes. (h) Lender shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to Lender of a UCC Reporter Service, listing all effective financing statements which name as debtor any Loan Party and which are filed in the appropriate offices in the states in which are located the chief executive office and other operating offices of such person, together with copies of such financing statements. With respect to any Liens not permitted pursuant to Section 7.01 hereof, Lender shall have received termination statements in form and substance satisfactory to it. (i) Each document (including, without limitation, each Mortgage and Uniform Commercial Code financing statement) required by law or requested by Lender to be filed, registered or recorded in order to create in favor of Lender a first priority perfected security interest in the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. (j) Lender shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code filings made with respect to each Loan Party (excluding Grantors) in the jurisdictions in which it is doing business and/or in which any Collateral is located, and in which Uniform Commercial Code filings have been made against each Loan Party pursuant to paragraph (i) above. (k) Lender shall have received and determined to be in form and substance satisfactory in all respects: (i) evidence of the compliance by Borrowers with Section 6.03 hereof; (ii) the financial statements described in Section 4.01(g) hereof; (eiii) The Administrative Agent environmental audits with respect to the Collateral Properties, conducted by a firm satisfactory to Lender, and the scope, methodology and results of which are satisfactory to Lender in all respects; (iv) evidence that all requisite third party consents to the Transactions have been received; and (v) one of the following for each Collateral Property: (A) a letter or other evidence from the appropriate municipal authorities (or other persons) concerning applicable zoning and building laws, (ii) an ALTA 3.1 zoning endorsement for the applicable title insurance policy, or (iii) a zoning opinion letter. (l) Lender shall have received title insurance policies with respect to the Collateral Properties issued by Lawyers Title Insurance Company, Commonwealth Title Insurance Company or another title company acceptable to Lender, which title insurance policy shall (i) provide coverage in amounts satisfactory to Lender, (ii) insure Lender free and clear of all exceptions from coverage other than Liens permitted under Section 7.01 and standard exceptions and exclusions from coverage (as modified by the terms of any endorsements), and (C) contain such endorsements and affirmative coverages as Lender may require. (m) Lender shall have received a duly executed counterpart of this Agreement from current title survey for each of Collateral Property, certified to the Lenders title company, Lender and the Borrower;their successors and assigns, that (A) is in form and content reasonably satisfactory to Lender, (B) is prepared by a professional and properly licensed land surveyor satisfactory to Lender, and (C) contains a certification in form and substance acceptable to Lender. (fn) The Administrative Agent Lender shall have received and approved a duly executed Compliance Certificate containing financial information as three-year Asset Management Plan for Borrowers and all of December 31their assets, 2010;which shall demonstrate to Lender's reasonable satisfaction, that Borrowers shall have adequate resources, including the proceeds of the Loans, to perform in accordance with their general corporate obligations, and perform financially within requirements of the Loan Documents. Doc #1273038 (go) Except as set forth Lender shall have received and had the opportunity to review and determine to be in form and substance satisfactory to it, copies of all Leases, Permits, and all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any Loan Party. (p) Counsel to Lender, shall have received payment in full for all legal fees charged, and all costs and expenses incurred, by such counsel through the Closing Date in connection with the transactions contemplated under this Agreement, the Security Documents and the other Loan Documents and instruments in connection herewith and therewith. (q) All legal matters in connection with the Transactions shall be satisfactory to Lender and its counsel in their sole discretion. (r) Borrowers shall have executed and delivered to Lender a disbursement authorization letter with respect to the disbursement of the proceeds of the Loans on Schedule 6.1, neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31, 2010 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices;in form and substance satisfactory to Lender. (hs) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor or the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrower, the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its terms; and (k) The Administrative Agent shall have received such other documents and information as it may Lender or its counsel shall reasonably request. By executing this Agreement, the Administrative Agent and each of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSWdeem necessary.

Initial Borrowing. Before or concurrently with the initial Borrowing: (a) The Administrative Agent shall have received the favorable written opinion of Xxxxxx Latham & Xxxxxxx LLPWatkins, counsel to Borrower; (b) The Administrative Agent Admxxxxxxatixx Xxxxt shall have received copies of the Borrower’s 's (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Administrative Agent shall have received copies of resolutions of the Borrower’s 's Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s 's behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s 's duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof; (e) The Administrative Agent shall have received a duly executed counterpart of this Agreement from each of the Lenders and the Borrower; (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31June 30, 20102004; (g) Except as set forth on Schedule 6.1, neither Neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31June 30, 2010 2004 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower Existing Agreement shall have delivered the SEC Disclosure Documents which Nicor or been terminated and all obligations owing thereunder shall have been repaid in full. By their execution hereof, the Borrower shall have filed with and each Lender that is party to the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrower, the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its termsExisting Agreement hereby agree that such agreement is terminated; and (kj) The Administrative Agent shall have received such other documents and information as it may reasonably request. By executing this Agreement, the Administrative Agent and each of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSW.

Initial Borrowing. Before or concurrently with The obligations of the Banks to make the initial BorrowingLoans hereunder and of any Letter of Credit Issuer to issue the initial Letter of Credit hereunder are subject to receipt by the Administrative Agent of the following documents: (a) The an opinion of counsel for the Credit Parties in a form reasonably acceptable to the Administrative Agent and covering such matters relating to the transactions contemplated hereby as the Administrative Agent or the Required Banks may reasonably request; (b) all documents the Administrative Agent may reasonably request relating to the corporate authority of each Credit Party which is a party hereto or any other Credit Document and the validity of this Agreement and each other Credit Document, all in form and substance reasonably satisfactory to the Administrative Agent; (c) copies of this Agreement executed by the Borrower, each Guarantor and each of the Banks, and copies of the Notes executed by the Borrower in favor of each of the Banks; (d) all filings (including, without limitation, pursuant to the Uniform Commercial Code) and recordings shall have been accomplished with respect to the Pledge Agreements in such jurisdictions as may be required by law to establish, perfect, protect and preserve the rights, titles, interests, remedies, powers, privileges, liens and security interests of the Collateral Agent in the Collateral covered by the Pledge Agreements and any giving of notice or the taking of any other action to such end (whether similar or dissimilar) required by law shall have been given or taken. On or prior to the Effective Date, the Collateral Agent shall have received satisfactory evidence as to any such filing, recording, registration, giving of notice or other action so taken or made; and the Banks and the holders of the loans and letters of credit outstanding under the Related Credit Agreement and the Canadian Credit Agreement shall have entered into the Intercreditor Agreement, which shall be acknowledged and consented to by each of the Credit Parties party to the Pledge Agreements; (e) the Administrative Agent shall have received the favorable written opinion full amount of Xxxxxx & Xxxxxxx LLP, counsel the fees due from the Borrower pursuant to BorrowerSection 2.7; (bf) The the Administrative Agent shall have received fully executed copies of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant SecretaryLicense Agreements; (cg) The Administrative Agent shall have received copies of resolutions of the Borrower’s Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof; (e) The Administrative Agent shall have received a duly fully executed counterpart of this Agreement from each copy of the Lenders and the BorrowerWCAS Subordinated Note; (fh) The the Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as insurance certificates complying with the requirements of December 31, 2010; (g) Except as set forth on Schedule 6.1, neither Section 6.3 for the business and properties of the Borrower nor any of and its Subsidiaries shall have, during the period from December 31, 2010 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement;Subsidiaries; and (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor or the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrower, the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its terms; and (k) The Administrative Agent shall have received such other documents documentation, in form and information as it may substance reasonably request. By executing this Agreementacceptable to the Administrative Agent, evidencing the termination of the Existing Credit Facilities, the Administrative Agent repayment of all obligations owing thereunder and each the release of the Lenders agrees that each condition set forth all Liens granted in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSWconnection therewith.

Initial Borrowing. Before or concurrently with Prior to the making of the initial BorrowingBorrowing hereunder: (a) The Administrative Agent shall have received for each Lender the favorable written opinion of Xxxxxx & Xxxxxxx LLPX. Xxxxxx, counsel III, General Counsel to the Borrower, in form and substance satisfactory to the Administrative Agent; (b) The Administrative Agent shall have received for each Lender (i) copies of the Borrower’s (i) Articles and each Subsidiary’s articles of Incorporation, together with all amendments incorporation and (ii) bylaws (or comparable constituent organizational documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary, (ii) certified copies of resolutions of the Board of Directors of the Borrower and of each Restricted Subsidiary authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party, indicating the authorized signers of this Agreement and the other Loan Documents and all other documents relating thereto, the persons authorized to request Borrowings hereunder and the specimen signatures of such signers, and (iii) one original certificate of good standing (with copies for each Lender) certified by the appropriate governmental officer in the jurisdiction of the Borrower’s and each Restricted Subsidiaries’ incorporation and each state in which it is authorized to do business as a foreign corporation; (c) The Administrative Agent shall have received for the Lenders fully executed copies of resolutions of this Agreement, the Borrower’s Board of Directors authorizing Notes, the execution 1663651.11-New York Server 7A - MSW Intercreditor Agreement, the Company Security Agreement, Subsidiary Security Agreement the Subsidiary Guaranty Agreement and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretaryother Loan Documents; (d) The Administrative Agent shall have received for each Lender that requests a Notethe Lenders copies (executed or certified, such Lender’s duly executed Note as may be appropriate) of the Borrower dated the date hereof and otherwise all legal documents or proceedings taken in compliance connection with the provisions execution and delivery of Section 2.9(a) hereofthis Agreement and the other Loan Documents; (e) The Administrative Agent shall have received a duly fully executed counterpart of this Revolving Credit Agreement from each of the Lenders together with all other documents, instruments and the Borroweragreements entered into in connection therewith; (f) The Administrative Agent shall have received a duly fully executed Compliance Certificate containing financial Internal Revenue Service Form W-9 for the Borrower and each Restricted Subsidiary (other than the Insurance Subsidiary), and each of the Lenders shall have received all other documentation and information as requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and antimoney laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of December 31Pub. L. 107-56 (signed into law October 26, 20102001)); (g) Except as set forth on Schedule 6.1, neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31, 2010 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor or the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrower, the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its terms; and (k) The Administrative Agent shall have received such financing statement lien search results against the Property of the Borrower and each Restricted Subsidiary (other documents and information than the Insurance Subsidiary) evidencing the absence of Liens on its Property except as it may reasonably request. By executing this Agreement, the permitted by Section 8.11 hereof; (h) The Administrative Agent and each shall have received for the account of the Lenders agrees that each condition set forth a borrowing base certificate substantially in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSWthe form attached hereto as Exhibit A showing the computation of the Borrowing Base as of the close of business on August 31, 2010.

Initial Borrowing. Before or concurrently with The obligations of the Banks to make the initial BorrowingLoans hereunder and of any Letter of Credit Issuer to issue the initial Letter of Credit hereunder are subject to the following conditions precedent: (a) The Administrative Agent shall have received the favorable written following documents: (i) an opinion of Xxxxxx & Xxxxxxx LLPcounsel for the Credit Parties in a form reasonably acceptable to the Administrative Agent and covering such matters relating to the transactions contemplated hereby as the Administrative Agent or the Required Banks may reasonably request; (ii) all documents the Administrative Agent may reasonably request relating to the corporate authority and incumbency of each Credit Party which is a party hereto or any other Credit Document and the validity of this Agreement and each other Credit Document, counsel all in form and substance reasonably satisfactory to the Administrative Agent; (iii) copies of this Agreement executed by the Borrower;, each Guarantor and each of the Banks; and (iv) the Administrative Agent shall have received documentation, in form and substance reasonably acceptable to the Administrative Agent, evidencing the termination of the Existing Credit Agreement and the repayment of all obligations owing thereunder (other than indemnities and similar obligations that customarily survive termination of credit facilities), which repayment may be made with the proceeds of the initial Loans hereunder. (b) The Borrower and each other Credit Party shall have provided to the Administrative Agent shall have received copies and the Banks the documentation and other information requested by the Administrative Agent in order to comply with requirements of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) any AML Laws and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretaryapplicable "know your customer" rules and regulations; (c) The Borrower shall have paid or made arrangements to pay contemporaneously with closing (i) to the Administrative Agent, the Arrangers and the Banks the fees set forth or referenced in Section 2.7 and any other accrued and unpaid fees or commissions due hereunder and (B) all reasonable fees, charges and disbursements of counsel to the Administrative Agent shall have received copies (directly to such counsel if requested by the Administrative Agent). Without limiting the generality of resolutions of the Borrower’s Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof; (e) The Administrative Agent shall have received a duly executed counterpart 7.5(b), for purposes of this Agreement from each of the Lenders and the Borrower; (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31, 2010; (g) Except as set forth on Schedule 6.1, neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31, 2010 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor or the Borrower shall have filed determining compliance with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrower, the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) conditions specified in accordance with its terms; and (k) The Administrative Agent shall have received such other documents and information as it may reasonably request. By executing this AgreementSection 3.1, the Administrative Agent and each of Bank that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSWAdministrative Agent shall have received notice from such Bank prior to the proposed Effective Date specifying its objection thereto.

Initial Borrowing. Before or concurrently with Prior to the making of the initial BorrowingBorrowing hereunder: (a) The Administrative Agent shall have received for each Lender the favorable written opinion of Xxxxxx & Xxxxxxx LLPJxxxxx X. Xxxxxx, counsel III, General Counsel to the Borrower, in form and substance satisfactory to the Administrative Agent; (b) The Administrative Agent shall have received for each Lender (i) copies of the Borrower’s (i) Articles and each Subsidiary’s articles of Incorporation, together with all amendments incorporation and (ii) bylaws (or comparable constituent organizational documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary, (ii) certified copies of resolutions of the Board of Directors of the Borrower and of each Restricted Subsidiary authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party, indicating the authorized signers of this Agreement and the other Loan Documents and all other documents relating thereto, the persons authorized to request Borrowings hereunder and to select the interest rate options with respect thereto and the specimen signatures of such signers, and (iii) one original certificate of good standing (with copies for each Lender) certified by the appropriate governmental officer in the jurisdiction of the Borrower’s and each Restricted Subsidiaries’ incorporation and each state in which it is authorized to do business as a foreign corporation; (c) The Administrative Agent shall have received copies of resolutions of for the Borrower’s Board of Directors authorizing Lenders this Agreement, the execution 1663651.11-New York Server 7A - MSW and delivery of Notes (if requested), the Credit Documents Company Security Agreement, the Subsidiary Security Agreement, and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant SecretarySubsidiary Guaranty Agreement; (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s duly an executed Note counterpart of the Borrower dated Intercreditor Agreement and certified copies of the date hereof loan and otherwise security documents executed in compliance connection with the provisions of Section 2.9(a) hereof;Second Lien Subordinated Debt; and (e) The Administrative Agent shall have received a duly executed counterpart of this Agreement Designated Disbursement Account certificate from each of the Lenders and the Borrower; (f) The the Administrative Agent shall have received a duly fully executed Compliance Certificate containing financial Internal Revenue Service Form W-9 for the Borrower and each Restricted Subsidiary (other than the Insurance Subsidiary), and each of the Lenders shall have received, sufficiently in advance of the Effective Date all other documentation and information as requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of December 31Pub. L. 107-56 (signed into law October 26, 20102001)); (g) Except as set forth on Schedule 6.1, neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31, 2010 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor or the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrower, the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its terms; and (k) The Administrative Agent shall have received such financing statement lien search results against the Property of the Borrower and each Restricted Subsidiary (other documents and information than the Insurance Subsidiary) evidencing the absence of Liens on its Property except as it may reasonably request. By executing this Agreement, the permitted by Section 8.11 hereof; (h) The Administrative Agent shall have received for the Lenders copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and each delivery of this Agreement and the other Loan Documents; and (i) The Administrative Agent shall have received for the account of the Lenders agrees that each condition set forth a borrowing base certificate substantially in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSWthe form attached hereto as Exhibit E showing the computation of the Borrowing Base as of the close of business on August 31, 2010.

Initial Borrowing. Before or concurrently with In the case of the initial Borrowing: (a) The Administrative Agent shall have received Receipt by the favorable written opinion Bank of Xxxxxx & Xxxxxxx LLP, counsel to Borrowerthe Note duly executed by the Company; (b) The Administrative Agent shall have received copies Receipt by the Bank of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance Subsidiary Guaranty duly executed by its Secretary or an Assistant Secretarythe Guarantors; (c) The Administrative Agent shall have received copies Receipt by the Bank of resolutions an opinion of Xxxxxx X. Xxxxxxxx, Esq., Senior Vice President and General Counsel to the Borrower’s Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents Company and the consummation Guarantors, substantially in the form of Exhibit C attached hereto, dated the transactions contemplated thereby together with specimen signatures date of such Borrowing and otherwise satisfactory in all respects to the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant SecretaryBank; (d) The Administrative Agent shall have received for each Lender that requests a NoteReceipt by the Bank of certified copies of all corporate action taken by the Company and the Guarantors to authorize the execution, delivery and performance of this Agreement and the other Loan Documents, as the case may be, together with such Lender’s other corporate documents and other papers as the Bank reasonably may request; (e) Receipt by the Bank of certificates of duly executed Note authorized officers of the Borrower dated Company and the date hereof Guarantors as to the incumbency, and otherwise setting forth a specimen signature, of each person (i) who has signed this Agreement or the Note on behalf of the Company or the Subsidiary Guaranty on behalf of the Guarantors and (ii) who, until replaced by other persons duly authorized for such purpose, will act as representatives of the Company or the Guarantors, as the case may be, for the purpose of signing documents in compliance connection with this Agreement, the provisions other Loan Documents and the transactions contemplated hereby and thereby; (f) Receipt by the Bank of certificates of the chief financial officer of the Company to the effect set forth in Section 2.9(a4.01(b) and Section 4.01(c) hereof; (eg) The Administrative Agent shall have received a duly executed counterpart Receipt by the Bank of all fees due and payable on or before the Closing Date of this Agreement from each of the Lenders and the Borrower; (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31, 2010; (g) Except as set forth on Schedule 6.1, neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31, 2010 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices;Agreement; and (h) The Borrower shall have paid to Receipt by the Administrative Agent for the benefit Bank of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor or the Borrower shall have filed with the Securities such additional certificates and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrower, the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its terms; and (k) The Administrative Agent shall have received such other documents and information documentation as it may reasonably request. By executing shall request with respect to this Agreement, the Administrative Agent and each other Loan Documents, the Loans, the use of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSWproceeds thereof, and compliance with the provisions hereof and thereof and other matters relevant thereto.

Initial Borrowing. Before On or concurrently with prior to the initial BorrowingEffective Date: (a) The Administrative Agent shall have received the favorable written opinion of Xxxxxx & Xxxxxxx LLP, counsel to Borrower; (b) The Administrative Agent shall have received copies of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Administrative Agent shall have received copies of resolutions of the Borrower’s Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender that requests Bank the favorable written opinions of (i) Stevxx Xxxxx, xxneral counsel to the Company and each Domestic Subsidiary, (ii) Sidley & Austin, outside counsel to the Company and each Domestic Subsidiary, in substantially the forms of Exhibits E-1 and E-2, respectively, hereto, and otherwise in form and substance satisfactory to the Required Banks, (iii) counsel for each Borrowing Subsidiary signatory hereto acceptable to the Administrative Agent, substantially in the form of Exhibit I hereto (with appropriate assumptions, exceptions and qualifications reasonably acceptable to the Administrative Agent reflecting the laws of the relevant jurisdiction) and covering such additional matters as the Required Banks may reasonably request, and (iv) to the extent not otherwise waived in writing by the Administrative Agent, local and other counsel to the Company and each Subsidiary party to the Pledge Agreements reasonably satisfactory to the Administrative Agent and which opinions shall cover such matters incident to the transactions contemplated herein and in the Pledge Agreements as the Administrative Agent may request and shall be in form and substance reasonably satisfactory to the Administrative Agent; (b) the Administrative Agent shall have received for each Bank (i) certified copies of resolutions of the Board of Directors (or comparable authorizing documents) of each Borrower authorizing the execution, delivery and performance of this Agreement and such Borrower's Notes, indicating the authorized signers of this Agreement and such Borrower's Notes and all other documents relating thereto and the specimen signatures of such signers and (ii) copies of such Borrower's Certificate of Incorporation and by-laws (or other comparable constituent documents) certified by the Secretary or other appropriate officer of such Borrower together with (if available in the relevant jurisdiction) a Notecertificate of good standing (or similar document) certified by the appropriate governmental officer in the jurisdiction of such Borrower's organization; (c) the Administrative Agent shall have received for each Bank (i) certified copies of resolutions of the Board of Directors of each Domestic Subsidiary authorizing its execution, delivery and performance of the Loan Documents to which it is a party, indicating the authorized signers of the Loan Documents to which it is a party and all other documents relating thereto and the specimen signatures of such Lender’s signers and (ii) copies of such Domestic Subsidiary's Certificate or Articles of Incorporation and by-laws (or analogous organizational documents) certified by the Secretary or other appropriate officer of such Domestic Subsidiary together with, to the extent customarily issued, a certificate of good standing certified by the appropriate governmental officer in the jurisdiction of such Domestic Subsidiary's organization; (d) the Administrative Agent shall have received for each Bank such Bank's duly executed Committed Loan Note of the each Borrower dated the date hereof and otherwise in compliance with the relevant provisions of Section 2.9(a) 5.6 hereof and shall have received for each Swing Line Bank its Swing Line Note of each Borrower dated the date hereof and otherwise in compliance with the relevant provisions of Section 5.6 hereof; (e) The each Domestic Subsidiary (other than Plastic) shall have executed this Agreement as a Guarantor; (f) the Administrative Agent shall have received a duly executed counterpart of this Agreement from each Foreign Investment List completed as of the Lenders and most recently completed fiscal quarter of the BorrowerCompany; (fg) The the Administrative Agent shall have received from the Company a list of the Authorized Representatives; (h) to the extent not otherwise waived in writing by the Administrative Agent, the Administrative Agent shall have received the Security Agreement, Security Agreement Re: Intellectual Property and Pledge Agreements duly executed by the Company and the Subsidiaries party thereto and the Mortgages, duly executed, together with (i) original stock certificates or other similar instruments or securities representing 100% (in the case of a Domestic Subsidiary) or 65% (in the case of a First Tier Foreign Subsidiary) of the issued and outstanding shares of capital stock or other equity interests of each such Subsidiary, (ii) stock powers for the Collateral consisting of the stock or other equity interest each such Subsidiary executed in blank and undated, and (iii) UCC financing statements to be filed against the Company and each Domestic Subsidiary (other than Plastic), as debtor, in favor of the Administrative Agent, as secured party; (i) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as mortgagee and loss payee; (j) to the extent not otherwise waived in writing by the Administrative Agent, the Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as mortgagee's title insurance policy (or a prepaid binding commitment therefor) in the form of December 31, 2010; (g) Except as set forth on Schedule 6.1, neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31, 2010 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid an ALTA Loan Policy Form 1992 and otherwise in form and substance acceptable to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor from Lawyers Title Insurance Corporation or the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrower, such other title insurance company acceptable to the Administrative Agent in the amounts specified on Schedule 11.1(j) hereto insuring the lien of each of the Mortgages to be a valid first priority lien subject to no matters of survey (other than on Site No. 4 listed on Schedule 11.1(j) hereof) or defects or objections which are unacceptable to the Administrative Agent in its reasonable business judgment, together with a lender's comprehensive endorsement, a revolving letter of credit endorsement, a last dollar endorsement and such other endorsements as the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its terms; andAdministrative Agent may reasonably require; (k) The to the extent not otherwise waived in writing by the Administrative Agent, the Administrative Agent shall have received such other documents a survey in form and information as it may reasonably request. By executing this Agreement, substance acceptable to the Administrative Agent and prepared by a licensed surveyor on each parcel of real property subject to the lien of each of the Lenders agrees that Mortgages, which survey shall also state whether or not any portion of the real property is in a federally designated flood hazard area; and (l) the Administrative Agent shall have received financing statement, tax and judgment lien search results against the Property of the Company and each condition set forth in this Domestic Subsidiary evidencing the absence of Liens on its Property except as permitted by Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSW12.9 hereof.

Initial Borrowing. Before or concurrently with The obligation of each Lender to make a Loan on the occasion of the initial BorrowingBorrowing hereunder is subject to the satisfaction of the following conditions: (a) The Except as otherwise agreed by the Lenders, BorgWarner Germany shall have (i) obtained evidence reasonably satisfactory to the Lead Arranger that the Acquisition shall have been cleared by the European Commission, or, due to the expiry of the relevant time periods, shall have been deemed to be approved, (ii) obtained prior authorization of the Tender Offer Documentation from the German FSA, (iii) obtained all such other regulatory approvals required for the consummation of the Acquisition except such approvals the absence of which will not, in the aggregate, have a material adverse effect on the consummation of the Acquisition, and (iv) delivered to the Administrative Agent shall have received a certificate of an executive officer of BorgWarner certifying as to the favorable written opinion of Xxxxxx & Xxxxxxx LLP, counsel to Borrower;matters set forth in clauses (i) through (iii). (b) The Administrative Agent In the case of a Borrowing for the purpose of financing the acquisition of shares in the Private Sale, the obligations of BorgWarner Germany to purchase shares of the Target pursuant to the Private Sale shall have received copies of become unconditional without any amendment or waiver to the Borrower’s (i) Articles of Incorporation, together with all amendments Sale and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;Purchase Documentation not permitted hereunder. (c) The Administrative Agent In the case of a Borrowing for the purpose of financing the acquisition of shares in the Tender Offer, the obligations of BorgWarner Germany to purchase shares of the Target pursuant to the Tender Offer shall have received copies of resolutions of become unconditional without any amendment or waiver to the Borrower’s Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary;Tender Offer Documentation not permitted hereunder. (d) The Administrative Agent shall will have received from the Borrowers such other certificates, agreements and documents usual and customary for each Lender that requests a Note, such Lender’s duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof; (e) The Administrative Agent shall have received a duly executed counterpart transactions of this Agreement from each of type as the Lenders Lead Arranger may have reasonably requested relating to matters relevant to the Acquisition and the Borrower; (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31transactions contemplated hereby, 2010; (g) Except as set forth on Schedule 6.1, neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31, 2010 all in form and substance satisfactory to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor or the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrower, the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its terms; and (k) The Administrative Agent shall have received such other documents and information as it may reasonably request. By executing this Agreement, the Administrative Agent and each of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSWLead Arranger.

Initial Borrowing. Before The Lenders shall not be required to make the initial Borrowing hereunder unless (a) the Borrower shall, prior to or concurrently with the such initial Borrowing:, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have furnished to the Administrative Agent, with sufficient copies for the Lenders, the following (the term “Borrower” being deemed to include any Qualified Borrower as of the Closing Date): (ai) The Administrative Agent shall have received duly executed originals of the favorable written opinion Loan Documents, including the Notes, payable to the order of Xxxxxx & Xxxxxxx LLPeach of the Lenders (including the Qualified Borrower Note and Qualified Borrower Competitive Note from each Qualified Borrower), counsel to Borrowerthis Agreement, and the Qualified Borrower Guaranty; (bii) The Administrative Agent shall have received copies Certificates of good standing for each Borrower from the states of organization of each Borrower, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Closing Date; (iii) Copies of the formation documents (including code of regulations, if appropriate) of the Borrower certified by an officer of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (civ) The Administrative Agent shall have received copies of resolutions Incumbency certificates, executed by officers of the Borrower’s Board of Directors authorizing , which shall identify by name and title and bear the execution 1663651.11-New York Server 7A - MSW and delivery signature of the Credit Persons authorized to sign the Loan Documents and the consummation to make borrowings hereunder on behalf of the transactions contemplated thereby together with specimen signatures of Borrower, upon which certificate the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof; (e) The Administrative Agent shall have received a duly executed counterpart of this Agreement from each of the Lenders and shall be entitled to rely until informed of any change in writing by the Borrower; (fv) Copies, certified by a Secretary or an Assistant Secretary of the Borrower of the Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the Borrowings provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower; (vi) A written opinion of the Borrower’s counsel, addressed to the Lenders in substantially the form of Exhibit B hereto or such other form as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of the Borrower are true and correct as of the initial Borrowing Date provided that such certificate is in fact true and correct; (viii) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as statements of the Borrower for the fiscal year ended on December 31, 20102014; (gix) Except as set forth on Schedule 6.1UCC financing statement, neither the judgment, and tax lien searches with respect to each Borrower nor any from its State of its Subsidiaries shall have, during the period from December 31, 2010 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practicesorganization; (hx) The Borrower shall have paid Written money transfer instructions, in substantially the form of Exhibit E hereto, addressed to the Administrative Agent for and signed by an Authorized Officer, together with such other related money transfer authorizations as the benefit of each Lender the applicable fees for providing its Commitment under this AgreementAdministrative Agent may have reasonably requested; (ixi) The A pro-forma compliance certificate in the form of Exhibit C as of the fiscal quarter ended December 31, 2014, executed by the Borrower’s chief financial officer or chief accounting officer prepared on the assumption that the other Indebtedness of Borrower shall have delivered being repaid by the SEC Disclosure Documents which Nicor or initial Borrowing hereunder was replaced by Borrowings hereunder for the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011period covered by such certificate; (jxii) The 364 Day Credit AgreementEvidence that the Commitments of any lenders under the Prior Agreement which are not Lenders under this Agreement (the “Exiting Lenders”) have been properly terminated and all amounts due to the Exiting Lenders have been paid, dated as or will be paid out of April 23the proceeds of the initial Borrowing hereunder; (xiii) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, 2010, among or will be paid out of the Borrower, proceeds of the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its termsinitial Borrowing hereunder; and (kxiv) The Administrative Agent shall have received such Such other documents and information as it any Lender or its counsel may have reasonably request. By executing this Agreementrequested, the Administrative Agent form and each substance of which documents shall be reasonably acceptable to the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSWparties and their respective counsel.

Initial Borrowing. Before or concurrently with Prior to the initial BorrowingCredit Event: (a) The Administrative Agent shall have received for each Bank the favorable written opinion of Xxxxxx Schmiedeskamp, Robertson, Neu & Xxxxxxx LLPMitcxxxx, counsel to Borrowerthe Company and the Guarantors, in substantially the form of Exhibit K hereto, and otherwise in form and substance satisfactory to the Required Banks; (b) The Administrative Agent shall have received for each Bank (i) certified copies of resolutions of the Board of Directors of the Company and each Guarantor authorizing the execution, delivery and performance of, and indicating the authorized signers of, the Loan Documents to which it is a party and all other documents relating thereto and the specimen signatures of such signers, (ii) copies of the Borrower’s (i) Articles of Incorporation, together with all amendments Incorporation and (ii) bylaws (or comparable constituent documents) by-laws for the Company and any amendments thereto, each Guarantor certified in each instance by its Secretary or an Assistant Secretaryother appropriate officer, together with a certificate of good standing certified by the appropriate governmental officer in the jurisdiction of its incorporation and (iii) the duly executed and delivered Loan Documents (other than Loan Documents which are not required to be delivered until the Subsidiary Borrower elects to become a Borrower hereunder); (c) The Administrative Agent shall have received copies of resolutions of the Borrower’s Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified a Subsidiary Guaranty Agreement from each Subsidiary (except as set forth in each instance by its Secretary or Assistant SecretarySection 10.15 hereof); (d) The Administrative Agent shall have received for each Lender that requests from the Company a Note, such Lender’s duly executed Note list of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereofits Authorized Representatives; (e) The Administrative Evidence satisfactory to the Agent that the proceeds of such initial Credit Event shall have received a duly executed counterpart be used to repay all borrowings other than "Bid Loans" (as such term is defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement. All "Bid Loans" outstanding under the Existing Credit Agreement shall, upon the initial Credit Event, for all purposes be deemed to be Bid Loans outstanding hereunder. Upon such Credit Event, the Company and Banks agree that the Existing Credit Agreement has been terminated so that no additional borrowings, or rollovers of this Agreement from each borrowings outstanding thereunder, will be permitted (the Borrowers hereby irrevocably authorizing and directing the Banks to disburse the proceeds of the Lenders and the Borrower; (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31, 2010; (g) Except as set forth on Schedule 6.1, neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31, 2010 first Borrowing hereunder to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor or the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrower, the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its termsrepay all borrowings outstanding thereunder); and (k) The Administrative Agent shall have received such other documents and information as it may reasonably request. By executing this Agreement, the Administrative Agent and each of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSW

Initial Borrowing. Before The effectiveness of this Restated Loan Agreement and the making of the any Advances hereunder shall not occur until the later of August 23, 2002, or concurrently satisfaction of the conditions precedent specified in Section 4.2 hereof and delivery to the Administrative Agent of the following (each of the following documents being duly executed and delivered and in form and substance satisfactory to the Managing Agents and the Administrative Agent, and, with the initial Borrowing:exception of the Notes and the UCC statement(s), each in a sufficient number of originals that the Administrative Agent may have an executed original of each document): (a) The Administrative Agent shall have received the favorable written opinion an executed counterpart of Xxxxxx & Xxxxxxx LLP, counsel to Borrowerthis Restated Loan Agreement; (b) The the Notes; (c) the Restated Collateral Agency Agreement, the Restated Assignment of Account, the Reserve Account Control Agreement, Collection and Paying Agreement, and such other Security Instruments as may be requested by the Administrative Agent shall have received copies Agent; (d) the Restated Repurchase Agreement; (e) a certificate of the Borrower’s Secretary or Assistant Secretary of each of the Borrower and the Originator certifying as to (i) Articles certificate of Incorporationincorporation or organization, together with all amendments and (ii) bylaws (or comparable constituent documentsiii) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Administrative Agent shall have received copies of resolutions of the Borrower’s Board 's and the Originator's board of Directors directors authorizing the execution 1663651.11-New York Server 7A - MSW execution, delivery, and delivery performance by each of them of the Credit Transaction Amendment Documents to which they are a party and identifying the officers of the Borrower and the consummation of the transactions contemplated thereby together with Originator who are authorized to sign such Transaction Amendment Documents, and (iv) specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof; (e) The Administrative Agent shall have received a duly executed counterpart of this Agreement from each of the Lenders and the Borrowerofficers so authorized; (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as favorable written opinion, relating to security interest matters, substantially in the form of December 31, 2010Exhibit I-2 hereto; (g) Except as set forth on Schedule 6.1, neither a favorable written opinion from counsel to the Borrower nor any and the Originator, regarding corporate matters, substantially in the form of its Subsidiaries shall have, during the period from December 31, 2010 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practicesExhibit I-1 hereto; (h) The Borrower shall have paid a favorable written opinion from counsel to the Administrative Agent for Borrower and Originator, regarding true sale matters, substantially in the benefit form of each Lender the applicable fees for providing its Commitment under this AgreementExhibit J; (i) The Borrower shall have delivered a certificate from each of (i) the SEC Disclosure Documents Michigan Department of Consumer and Industry Services, (ii) the Secretary of State of Colorado, (iii) the Secretary of State of the State of Delaware and (iv) an officer of the Borrower, the Performance Guarantor and the Originator with respect to every other state in which Nicor the Borrower, the Performance Guarantor or the Borrower shall have filed with Originator conducts business, as to the Securities and Exchange Commission (good standing of the Borrower, the Performance Guarantor and/or the Originator, as applicable, in each state or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011states for which each certificate is made; (j) The 364 Day Credit Agreementthe Managing Agent Fee Letter and the Restated Agent Fee Letter; (k) evidence of the payment of fees due at closing, dated as provided in the Fee Letters; (l) evidence that the balance in the Reserve Account, as of April 23the date hereof, 2010, among is the Borrower, amount of the Administrative Agent and Required Reserve Account Amount; (m) such other documents as the other financial institutions party thereto has terminated (upon maturity Managing Agents may reasonably request at any time at or otherwise) in accordance with its termsprior to the Borrowing Date of the initial Borrowing hereunder; and (kn) The a search report provided in writing to the Administrative Agent by the United States Corporation Company Document Services, listing all effective financing statements that name the Borrower or the Originator as debtor and that are filed in the jurisdictions in which UCC-1 filings were made in connection with the Original Loan Agreement and in such other jurisdictions as the Administrative Agent shall have received such other documents and information as it may reasonably request. By executing this Agreement, the Administrative Agent and each together with copies of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSWsuch financing statements (none of which, except as listed on Schedule V, shall cover any Mortgage Loans or interests therein or proceeds thereof).

Initial Borrowing. Before On or concurrently with prior to the initial BorrowingEffective Date: (a) The Administrative Agent shall have received the favorable written opinion of Xxxxxx & Xxxxxxx LLP, counsel to Borrower; (b) The Administrative Agent shall have received copies of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Administrative Agent shall have received copies of resolutions of the Borrower’s Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s Bank this Agreement duly executed by the Company and each Borrowing Subsidiary. (b) the Administrative Agent shall have received for each Bank the favorable written opinions of (i) Xxxxxx Xxxxx, general counsel to the Company and each Domestic Subsidiary, in a form acceptable to the Administrative Agent, (ii) Sidley, Austin, Xxxxx & Wood, outside counsel to the Company and each Domestic Subsidiary, in a form acceptable to the Administrative Agent and (iii) Xxxxx Xxxxxx, special Nevada counsel to GBC International, Inc, each in a form acceptable to the Administrative Agent; (c) the Administrative Agent shall have received for each Bank (i) certified copies of resolutions of the board of directors (or comparable authorizing documents) of each Borrower authorizing the execution, delivery and performance of this Agreement and such Borrower's Notes, indicating the authorized signers of this Agreement and such Borrower's Notes and all other documents relating thereto and the specimen signatures of such signers and (ii) copies of such Borrower's Certificate of Incorporation and by-laws (or other comparable constituent documents) certified by the Secretary or other appropriate officer of such Borrower together with (if available in the relevant jurisdiction) a certificate of good standing (or similar document) certified by the appropriate governmental officer in the jurisdiction of such Borrower's organization; (d) the Administrative Agent shall have received for each Bank (i) certified copies of resolutions of the board of directors of each Domestic Subsidiary authorizing its execution, delivery and performance of the Loan Documents to which it is a party, indicating the authorized signers of the Loan Documents to which it is a party and all other documents relating thereto and the specimen signatures of such signers and (ii) copies of such Domestic Subsidiary's Certificate or Articles of Incorporation and by-laws (or analogous organizational documents), or certification that such Certificate or Articles and by-laws have not changed since copies thereof were delivered to the Administrative Agent on the date of the Previous Credit Agreement, certified by the Secretary or other appropriate officer of such Domestic Subsidiary together with, to the extent customarily issued, a certificate of good standing certified by the appropriate governmental officer in the jurisdiction of such Domestic Subsidiary's organization; (e) the Administrative Agent shall have received for each Bank (to the extent applicable to such Bank) such Bank's duly executed Committed Revolving Loan Note of each Borrower and Term Note of the Company dated the date hereof and otherwise in compliance with the relevant provisions of Section 5.6 hereof and shall have received for each Swing Line Bank its Swing Line Note of each Borrower dated the date hereof and otherwise in compliance with the relevant provisions of Section 2.9(a) 5.6 hereof; (ef) The each Domestic Subsidiary (other than Plastic and GBC India Holdings Inc.) shall have executed this Agreement as a Guarantor; (g) the Administrative Agent shall have received from the Company a list of the Authorized Representatives; (h) to the extent not otherwise waived in writing by the Administrative Agent, the Administrative Agent shall have received an Acknowledgment and Reaffirmation of Pledge Agreement, duly executed by the Company and by GBC International, Inc., supplemental patent and trademark collateral agreements, duly executed by the parties thereto, the Security Agreement, duly executed by the Company and the Subsidiaries party thereto, any amendments and/or restatements of any other Collateral Documents (including, without limitation, Collateral Documents pledging Stock of Foreign Subsidiaries, provided that the Administrative Agent may elect to allow some amendments to Collateral Documents or delivery of new Collateral Documents pledging stock of Foreign Subsidiaries to be delivered after the Effective Date) deemed necessary or advisable by the Administrative Agent in connection herewith, duly executed by the parties thereto, and supplements to the Mortgages, duly executed, together with UCC financing statements to be filed against the Company and each Guarantor, as debtor, in favor of the Administrative Agent, as secured party; (i) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as mortgagee and loss payee; (j) to the extent not otherwise waived in writing by the Administrative Agent, the Administrative Agent shall have received a duly executed counterpart date-down endorsement for each policy of this title insurance (and all endorsements thereunder) delivered in connection with the Previous Credit Agreement (with respect to any Property still owned or leased, as the case may be, by the Company or its Subsidiaries) in form and substance acceptable to the Administrative Agent from each of Lawyers Title Insurance Corporation or such other title insurance company acceptable to the Lenders and the BorrowerAdministrative Agent; (fk) The the Administrative Agent shall have received a duly executed Compliance Certificate containing financial information financing statement, tax and judgment lien search results against the Property of the Company and each Domestic Subsidiary (other than Plastic and GBC India Holdings Inc.) evidencing the absence of Liens on its Property except as of December 31, 2010permitted by Section 12.9 hereof; (gl) Except as set forth on Schedule 6.1, neither the Borrower nor any no Default or Event of its Subsidiaries Default shall have, during the period from December 31, 2010 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practicesexist; (hm) The Borrower the Company shall have paid completed or shall, concurrently with the initial Credit Event, complete the proposed financing from TransAmerica Equipment Financial Services Corporation with respect to the Company's properties in Addison, Northbrook and Skokie, Illinois, on terms and conditions satisfactory to the Administrative Agent for the benefit and shall receive Net Cash Proceeds of each Lender the applicable fees for providing its Commitment under this Agreementnot less than $13,000,000 as a result thereof; (in) The Borrower shall have delivered the SEC Disclosure Documents which Nicor or the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrower, the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its terms; and (k) The Administrative Agent shall have received such other documents evaluations and information certifications as it may shall reasonably request. By executing require in order to satisfy itself as to the value of the Collateral, including without limitation the Collateral included in the Borrowing Base, and shall have received a Borrowing Base Certificate and a compliance certificate, each as of a date acceptable to the Administrative Agent, which compliance certificate shall show, among other things, that (x) Consolidated EBITDA for the twelve months ended March 31, 2003 was not less than $78,000,000, (y) the ratio of Consolidated Debt on the Effective Date to Consolidated EBITDA for the twelve month period ending March 31, 2003 was not greater than 4.40 to 1.0, and (z) the ratio of Senior Consolidated Debt on the Effective Date to Consolidated EBITDA for the twelve month period ending March 31, 2003 was not greater than 2.50 to 1.0; (o) the loans under the Previous Credit Agreement shall be refinanced with the proceeds of the initial Borrowing, as more fully described in the recitals of this Agreement, and all accrued interest, fees and other obligations under the Previous Credit Agreement shall have been repaid in full; and (p) all fees and other amounts due to the Administrative Agent and each of or the Lenders agrees that each condition set forth Banks on or prior to the Effective Date pursuant to any agreements with such parties shall have been paid in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSWfull.

Initial Borrowing. Before The Lenders shall not be required to make the initial Borrowing hereunder unless (a) the Borrower shall, prior to or concurrently with the such initial Borrowing:, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have furnished to the Administrative Agent, with sufficient copies for the Lenders, the following (the term “Borrower” being deemed to include any Qualified Borrower as of the Closing Date): (ai) The Administrative Agent shall have received duly executed originals of the favorable written opinion Loan Documents, including the Notes, payable to the order of Xxxxxx & Xxxxxxx LLPeach of the Lenders (including the Qualified Borrower Note and Qualified Borrower Competitive Note from each Qualified Borrower), counsel to Borrowerthis Agreement, and the Qualified Borrower Guaranty; (bii) The Administrative Agent shall have received copies Certificates of good standing for each Borrower from the states of organization of each Borrower, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Closing Date; (iii) Copies of the formation documents (including code of regulations, if appropriate) of the Borrower certified by an officer of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (civ) The Administrative Agent shall have received copies of resolutions Incumbency certificates, executed by officers of the Borrower’s Board of Directors authorizing , which shall identify by name and title and bear the execution 1663651.11-New York Server 7A - MSW and delivery signature of the Credit Persons authorized to sign the Loan Documents and the consummation to make borrowings hereunder on behalf of the transactions contemplated thereby together with specimen signatures of Borrower, upon which certificate the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof; (e) The Administrative Agent shall have received a duly executed counterpart of this Agreement from each of the Lenders and shall be entitled to rely until informed of any change in writing by the Borrower; (fv) Copies, certified by a Secretary or an Assistant Secretary of the Borrower of the Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the Borrowings provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower; (vi) A written opinion of the Borrower’s counsel, addressed to the Lenders in form and substance as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of the Borrower are true and correct as of the initial Borrowing Date provided that such certificate is in fact true and correct; (viii) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as statements of the Borrower for the fiscal year ended on December 31, 20102016 and fiscal quarter ended June 30, 2017; (gix) Except as set forth on Schedule 6.1UCC financing statement, neither the judgment, and tax lien searches with respect to each Borrower nor any from its State of its Subsidiaries shall have, during the period from December 31, 2010 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practicesorganization; (hx) The Borrower shall have paid Written money transfer instructions, in substantially the form of Exhibit E hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xi) A pro-forma compliance certificate in the form of Exhibit C as of the fiscal quarter ended June 30, 2017, executed by the Borrower’s chief financial officer or chief accounting officer prepared on the assumption that the other Indebtedness of Borrower being repaid by the initial Borrowing hereunder was replaced by Borrowings hereunder for the benefit of each Lender period covered by such certificate and after giving effect to the applicable fees for providing its Commitment under transactions contemplated by this Agreement; (ixii) The Borrower shall Evidence that the Commitments of any lenders under the Prior Agreement which are not Lenders under this Agreement (the “Exiting Lenders”) have delivered been properly terminated and all amounts due to the SEC Disclosure Documents which Nicor Exiting Lenders have been paid, or will be paid out of the Borrower shall have filed with proceeds of the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011initial Borrowing hereunder; (jxiii) The 364 Day Credit AgreementEvidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, dated as or will be paid out of April 23, 2010, among the Borrower, proceeds of the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its termsinitial Borrowing hereunder; and (kxiv) The Administrative Agent shall have received such Such other documents and information as it any Lender or its counsel may have reasonably request. By executing this Agreementrequested, the Administrative Agent form and each substance of which documents shall be reasonably acceptable to the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSWparties and their respective counsel.

Initial Borrowing. Before or concurrently with The obligations of the Banks to make the initial BorrowingLoans hereunder and of any Letter of Credit Issuer to issue the initial Letter of Credit hereunder are subject to receipt by the Administrative Agent of the following documents: (a) The opinions of counsel for the Credit Parties in a form reasonably acceptable to the Administrative Agent and covering such matters relating to the transactions contemplated hereby as the Administrative Agent or the Required Banks may reasonably request; (b) all documents the Administrative Agent may reasonably request relating to the corporate authority of each Credit Party which is a party hereto or any other Credit Document and the validity of this Agreement and each other Credit Document, all in form and substance reasonably satisfactory to the Administrative Agent; (c) copies of this Agreement executed by the Borrower, each Guarantor and each of the Banks, and copies of the Notes executed by the Borrower in favor of each of the Banks; (d) all filings (including, without limitation, pursuant to the Uniform Commercial Code and the PPSA) and recordings shall have been accomplished with respect to the Pledge Agreements in such jurisdictions as may be required by law to establish, perfect, protect and preserve the rights, titles, interests, remedies, powers, privileges, liens and security interests of the Collateral Agent in the Collateral covered by the Pledge Agreements and any giving of notice or the taking of any other action to such end (whether similar or dissimilar) required by law shall have been given or taken. On or prior to the Effective Date, the Collateral Agent shall have received satisfactory evidence as to any such filing, recording, registration, giving of notice or other action so taken or made; and the Banks and the holders of the loans and letters of credit outstanding under US Credit Agreements shall have entered into the Intercreditor Agreement, which shall be acknowledged and consented to by each of the Credit Parties party to the Pledge Agreements; (e) the Administrative Agent shall have received fully executed copies of the favorable written opinion of Xxxxxx & Xxxxxxx LLP, counsel to BorrowerLicense Agreements; (bf) The Administrative Agent shall have received copies of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Administrative Agent shall have received copies of resolutions of the Borrower’s Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof; (e) The Administrative Agent shall have received a duly fully executed counterpart of this Agreement from each copy of the Lenders and the BorrowerWCAS Subordinated Note; (fg) The the Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as insurance certificates complying with the requirements of December 31, 2010; (g) Except as set forth on Schedule 6.1, neither Section 6.3 for the business and properties of the Borrower nor any of and its Subsidiaries shall have, during the period from December 31, 2010 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices;Subsidiaries; and (h) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor or the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrower, the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its terms; and (k) The Administrative Agent shall have received such other documents documentation, in form and information as it may substance reasonably request. By executing this Agreementacceptable to the Administrative Agent, evidencing the termination of the Existing Credit Facilities, the Administrative Agent repayment of all obligations owing thereunder and each the release of the Lenders agrees that each condition set forth all Liens granted in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSWconnection therewith.

Initial Borrowing. Before or concurrently with The obligation of any Lender to make a Loan on the occasion of the initial BorrowingBorrowing hereunder is subject to the satisfaction of the following conditions: (a) The Administrative Agent LCR Acquisition shall have received been, or shall substantially simultaneously with such Borrowing be, consummated in accordance with the favorable written opinion LCR Acquisition Documents, without waiver or amendment of Xxxxxx & Xxxxxxx LLP, counsel to Borrower;any material provision thereof without the consent of the Administrative Agent. (b) The Administrative Agent Existing Credit Agreement shall have received copies of the Borrower’s (i) Articles of Incorporationbeen terminated, and all principal amounts outstanding thereunder together with all amendments accrued interest and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;fees shall have been paid. (c) The Administrative Agent shall have received copies of resolutions of the Borrower’s Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and Substantially simultaneously with the consummation of the transactions contemplated thereby LCR Acquisition, all outstanding Debt of LCR (excluding Debt of LCR listed on Schedule 3.01(c)) shall have been paid, together with specimen signatures of accrued interest and fees thereon, and any credit facilities under which such Debt was outstanding shall have terminated and any Liens securing the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary;same shall have been released. (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s duly executed Note counterparts of the Borrower dated Subsidiary Guarantee and the date hereof and otherwise Collateral Documents listed in compliance Schedule 1.01, together with all such further agreements, instruments, financing statements or other documents as the provisions of Section 2.9(a) hereof;Administrative Agent may reasonably require to give effect to the foregoing. (e) The Administrative Agent shall have received a duly executed counterpart Substantially simultaneously with the consummation of this Agreement from the LCR Acquisition, LCR and each of its Subsidiaries shall be parties to the Lenders Subsidiary Guarantee and the Security Agreement, and all equity interests in LCR and its Subsidiaries shall be Collateral thereunder subject to no limitations except those generally applicable to equity interests in Subsidiaries of the Borrower;. (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31, 2010; (g) Except as set forth on Schedule 6.1, neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31, 2010 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender a signed copy of the applicable fees for providing its Commitment under this Agreement; favorable written opinion, and addressed to the Lenders, of (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor or the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1Xxxxx Xxxxx L.L.P., 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among counsel for the Borrower, substantially in the form set forth in Exhibit B, and (ii) Xxxxxx X. X’Xxxxx, Esq., Deputy General Counsel of the Borrower, substantially in the form set forth in Exhibit C, in each case reasonably satisfactory to Xxxxx Xxxx & Xxxxxxxx, special counsel for the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its terms; andAgent. (kg) The Administrative Agent shall have received such other documents and information certificates as it may reasonably request. By executing this Agreement, the Administrative Agent or its counsel may reasonably request on or before the date hereof relating to the organization, existence and good standing of each Obligor, the authorization of the Lenders agrees that Loan Documents and the transactions contemplated thereby and any other legal matters relating to the foregoing, all in form and substance reasonably satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received counterparts of this Agreement (or facsimile or other evidence satisfactory to the Administrative Agent of the execution of a counterpart hereof) which, when taken together, bear the signatures of each condition set forth in this Section 6.1 has been satisfied. 1663651.11party hereto. (i) The Administrative Agent shall have received all fees due and payable on or prior to the Closing Date, including to the extent invoiced, reimbursement or payment of all out-New York Server 7A - MSWof-pocket expenses required to be reimbursed or paid by the Borrower hereunder.

Initial Borrowing. Before The Lenders shall not be required to make the Borrowing on the Agreement Execution Date hereunder unless (a) the Borrower shall, prior to or concurrently with such Borrowing, have paid all fees due and payable to the initial Borrowing:Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have furnished to the Administrative Agent, with sufficient copies for the Lenders, the following (the term “Borrower” being deemed to include any Qualified Borrower as of the Agreement Execution Date): (ai) The Administrative Agent shall have received duly executed originals of the favorable written opinion Loan Documents, including the Notes, payable to the order of Xxxxxx & Xxxxxxx LLPeach of the Lenders (including the Qualified Borrower Note), counsel to Borrowerthis Agreement and the Qualified Borrower Guaranty; (bii) The Administrative Agent shall (A) Certificates of good standing for each Borrower and each Assignor from the states of organization of each Borrower and each Assignor, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) current foreign qualification certificates for the Borrower and each Assignor, certified by the appropriate governmental officer, for each jurisdiction in which the Subject Properties in which it owns an interest are located and in each other jurisdiction where the failure of the Borrower or any Assignor to so qualify or be licensed (if required) would have received copies a Material Adverse Effect; (iii) Copies of the formation documents (including code of regulations, if appropriate) of the Borrower, each of the Assignors (and such Assignor’s managing partner, general partner or managing member) and each Subsidiary of the Assignors that is a direct or indirect owner of the Subject Properties certified by an officer of the Borrower, such Assignor and such other owners (i) Articles of Incorporationor such Assignor’s and such other owner’s managing partner, general partner or managing member), respectively, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (civ) The Administrative Agent Incumbency certificates, executed by officers of the Borrower and each of the Assignors (or such Assignor’s managing partner, general partner or managing member), which shall have received copies identify by name and title and bear the signature of resolutions the Persons authorized to sign the Loan Documents on behalf of the Borrower and such Assignor and to make borrowings hereunder on behalf of the Borrower’s Board of Directors authorizing , upon which certificate the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents Administrative Agent and the consummation Lenders shall be entitled to rely until informed of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified any change in each instance writing by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof; (e) The Administrative Agent shall have received a duly executed counterpart of this Agreement from each of the Lenders and the Borrower; (fv) Copies, certified by a Secretary or an Assistant Secretary of the Borrower and each of the Assignors (or such Assignor’s managing partner, general partner or managing member) of the Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the Borrowings provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower and each Assignor hereunder; (vi) A written opinion of the Borrower’s and Assignors’ counsel, addressed to the Lenders in substantially the form of Exhibit B hereto or such other form as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an officer of the Borrower, stating that on the Agreement Execution Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of the Borrower are true and correct as of the Agreement Execution Date provided that such certificate is in fact true and correct; (viii) The most recent financial statements of the Borrower and the most recent operating statements with respect to each Subject Property; (ix) UCC financing statement, judgment, and tax lien searches with respect to Borrower, each Assignor and each other direct and indirect owner of the Subject Properties from their respective States of organization; (x) Written money transfer instructions, in substantially the form of Exhibit E hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xi) [Intentionally Omitted.] (xii) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the Borrowing made on the Agreement Execution Date; (xiii) The duly executed originals of the Security Documents signed by each of the parties thereto (or receipt by the Administrative Agent from a party thereto of a facsimile signature page signed by such party which shall have agreed to promptly provide the Administrative Agent with the originally executed counterparts thereof). Additionally, the Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31received, 2010; (g) Except as set forth on Schedule 6.1at the Borrower’s expense, neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31, 2010 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid evidence in form and substance satisfactory to the Administrative Agent that the Security Documents are effective to create in favor of the Administrative Agent, for the benefit of each Lender the applicable fees for providing its Commitment under this AgreementLenders, a legal, valid and enforceable first priority security interest in the Collateral described in the Security Documents and that all filings, recordings, deliveries of instruments and other actions necessary or desirable to protect and preserve such security interests have been duly effected and that any and all consents necessary or desirable with respect to such security interest, have been received and remain in full force and effect as of the Agreement Execution Date; (ixiv) The Borrower shall have delivered Evidence in form and substance satisfactory to the SEC Disclosure Documents which Nicor or Administrative Agent, that the Borrower shall have filed with sum of (a) outstanding principal balance of the Securities and Exchange Commission Loans (or any governmental agency substituted thereforeless the amount of cash on deposit in the Cash Collateral Account, if any) or any national securities exchange on or after January 1the Agreement Execution Date plus (b) the sum of the Subject Property Indebtedness as of the Agreement Execution Date, 2011is not greater than seventy percent (70%) of the then Value of Subject Properties; (jxv) The 364 Day Credit Agreement, dated as A copy of April 23, 2010, among a Springing Instruction Letter duly executed by an authorized officer of each of the Depository Banks and the Borrower, provided, however, that solely with respect to the Administrative Agent Subject Properties known as Bandera Pointe and University Hills Shopping Center, in lieu of executing a Springing Instruction Letter, Borrower shall execute an agreement which provides that upon the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance occurrence and during the continuation of a Default, Borrower shall cause all Pledged Equity Funds with its termsrespect to such Subject Properties to be deposited directly into the Deposit Accounts; and (kxvi) The Administrative Agent shall have received such Such other documents and information as it any Lender or its counsel may have reasonably request. By executing this Agreementrequested, the Administrative Agent form and each substance of which documents shall be reasonably acceptable to the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSWparties and their respective counsel.

Initial Borrowing. Before or concurrently with Prior to the making of the initial BorrowingCredit Event hereunder: (a) The Administrative Agent shall have received for each Bank the favorable written opinion opinions of Xxxxxx & Xxxxxxx LLPStevxx Xxxxx, xxneral counsel to Borrower;the Company and each Domestic Subsidiary, and Sidley & Austin, outside counsel to the Company and each Domestic Subsidiary, in substantially the forms (b) The Administrative Agent shall have received copies of the Borrower’s for each Bank (i) Articles certified copies of Incorporationresolutions of the Board of Directors of the Company authorizing the execution, together with delivery and performance of this Agreement and the Company's Notes, indicating the authorized signers of this Agreement and the Company's Notes and all amendments other documents relating thereto and the specimen signatures of such signers and (ii) bylaws (or comparable constituent documents) copies of the Company's Certificate of Incorporation and any amendments thereto, by-laws certified in each instance by its the Secretary or an Assistant Secretaryother appropriate officer of the Company together with a certificate of good standing certified by the appropriate governmental officer in the jurisdiction of the Company's incorporation; (c) The Administrative Agent shall have received for each Bank (i) certified copies of resolutions of the Borrower’s Board of Directors of each Material Domestic Subsidiary authorizing the execution 1663651.11-New York Server 7A - MSW execution, delivery and delivery performance of this Agreement, indicating the Credit Documents authorized signers of this Agreement and all other documents relating thereto and the consummation of the transactions contemplated thereby together with specimen signatures of such signers and (ii) copies of such Material Domestic Subsidiary's Certificate or Articles of Incorporation and by-laws certified by the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretaryother appropriate officer of such Material Domestic Subsidiary together with a certificate of good standing certified by the appropriate governmental officer in the jurisdiction of such Material Domestic Subsidiary's incorporation; (d) The Administrative Agent shall have received for each Lender that requests a Note, Bank such Lender’s Bank's duly executed Committed Loan Note and Bid Note of the Borrower Company dated the date hereof and otherwise in compliance with the relevant provisions of Section 2.9(a) 5.6 hereof and shall have received for each Swing Line Bank its Swing Line Note of the Company dated the date hereof and otherwise in compliance with the relevant provisions of Section 5.6 hereof; (e) The Administrative Agent Each Material Domestic Subsidiary as of the Effective Date shall have received a duly executed counterpart of this Agreement from each of the Lenders and the Borroweras a Guarantor; (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information an Outside Investment List completed as of December 31, 2010; (g) Except the most recently completed fiscal quarter of the Company and such an Outside Investment List shall reflect Outside Investments as set forth on Schedule 6.1, neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31, 2010 such date to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other be not less than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor or the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrower, the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its termsBase Outside Investment Amount; and (kg) The Administrative Agent shall have received such other documents and information as it may reasonably request. By executing this Agreement, from the Administrative Agent and each Company a list of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSWAuthorized Representatives.

Initial Borrowing. Before or concurrently with On the initial BorrowingClosing Date: (a) The Administrative Agent shall have received received, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxxx LLPXxxxxxxx, special counsel for the Borrower, substantially to the effect set forth in Exhibit F (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and the Borrower hereby instructs its counsel to Borrower;deliver such opinion. (b) The All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Administrative Agent shall have received copies of and to the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;Lenders. (c) The Administrative Agent shall have received copies in the case of each Loan Party each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) a copy of the certificate or articles of incorporation, 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, and a certificate as to the good standing of each Loan Party as of a recent date from such Secretary of State; (ii) 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 the by-laws 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 person is a party and, in the case of the Borrower’s Board , 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 Directors authorizing incorporation of such Loan Party have not been amended since the execution 1663651.11-New York Server 7A - MSW and delivery date of the Credit Documents last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the consummation incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary;Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent and the Lenders may reasonably request. (d) The Administrative Agent representations and warranties set forth in Article III hereof shall have received for each Lender that requests a Note, such Lender’s duly executed Note be true and correct in all material respects on and as of the Borrower dated the date hereof and otherwise in compliance Closing Date with the provisions same effect as though made on and as of Section 2.9(a) hereof;such date, except to the extent such representations and warranties expressly relate to an earlier date. (e) The Administrative Agent At the time of and immediately after the initial Borrowing, no Event of Default or Default shall have received a duly executed counterpart of this Agreement from each of the Lenders occurred and the Borrower;be continuing. (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as certificate of December 31the Borrower, 2010;dated the Closing Date and signed by a Financial Officer of and on behalf of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (d) and (e) of this Section 4.01. (g) Except as set forth on Schedule 6.1, neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31, 2010 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor or the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrower, the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its terms; and (k) The Administrative Agent shall have received a notice of Borrowing as required by Section 2.03. (i) The Pledge Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and all the outstanding Capital Stock of (A) AcquisitionCo owned by the Borrower and (B) RES owned by AcquisitionCo shall have been duly and validly pledged thereunder to the Collateral Agent for the ratable benefit of the Secured Parties and certificates representing all the outstanding Capital Stock of AcquisitionCo owned by the Borrower, accompanied by stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent; and (ii) the Security Agreement shall have been duly executed by the Loan Parties and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first- priority security interest in and lien on the Collateral described in such agreement shall have been delivered to the Collateral Agent. (i) The Administrative Agent shall have received copies of, or an insurance broker's or agent's certificate as to coverage under, the insurance policies required by Section 5.02. (j) The Administrative Agent shall be reasonably satisfied with the scope of due diligence performed with respect to environmental matters concerning the Borrower and the Subsidiaries, including with respect to any environmental hazards, liabilities or Remedial Action to which the Borrower or any Subsidiaries may be subject. (k) The Equity Tender Offer, the Closing Date Equity Contribution, the Waiver and Amendment (or the Replacement Credit Facility, as applicable) and the other documents Transactions intended to occur on the Closing Date shall have been consummated simultaneously with the initial Borrowing in accordance in all material respects with applicable law, the Merger Agreement and information as it may all related documentation, in each case in the form previously approved by, and reasonably request. By executing this Agreementacceptable to, the Administrative Agent and each of otherwise on terms reasonably satisfactory to the Lenders agrees that each condition Administrative Agent in all material respects; and the conditions to the Borrower's obligations set forth in the Merger Agreement shall have been satisfied (other than any conditions that, by their terms, cannot be satisfied on the Closing Date ) without giving effect to any waiver or amendment in any manner materially adverse to the Lenders that was not approved by the Administrative Agent. (l) The Lenders shall be reasonably satisfied that, after giving effect to the Transactions to occur on the Closing Date, (i) RES and the RES Subsidiaries shall have outstanding no preferred stock and no Indebtedness other than Indebtedness permitted under Section 6.01 and, if it is not reasonably practicable for RES to redeem the Special Preferred Stock on the Closing Date or if the Special Preferred Stock is to be canceled in the Merger, the Special Preferred Stock, provided that if the Special Preferred Stock is outstanding following the Closing Date, the holder of the Special Preferred Stock will not be entitled to vote with respect to the Merger, (ii) the Borrower shall have outstanding no Indebtedness other than Loans hereunder and no Capital Stock other than common stock owned by the Investors and (iii) AcquisitionCo shall have outstanding no Indebtedness and no Capital Stock other than common stock owned by the Borrower. (m) The Agents shall be reasonably satisfied with the sources and uses of funds delivered to the Agents prior to the date hereof and with the information, projections and financial models (to the extent available) delivered to the Agents prior to the date hereof. In addition, the Borrower shall have provided such other financial information as the Agents may reasonably have requested in connection with the Transactions. (n) The Borrower shall have caused RES to use its commercially reasonable efforts to secure availability of at least $20,000,000 under the Existing Credit Agreement to fund up to $20,000,000 of the consideration payable by RES pursuant to the Debt Tender Offer in lieu of any funds being drawn under the RES Facility for such purpose. (o) All requisite material governmental authorities shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall be no governmental or judicial action, actual or threatened, that has or could have a reasonable likelihood of restraining, preventing or imposing materially burdensome conditions on the Transactions or the consummation of the other transactions contemplated hereby. (p) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (q) The Administrative Agent shall have received a solvency certificate, in form and substance satisfactory to the Administrative Agent, from a Financial Officer of the Borrower as to the solvency of the Borrower and the Subsidiaries on a consolidated basis after giving effect to the Transactions and the consummation of the other transactions contemplated hereby. The initial Borrowing shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing as to the matters specified in paragraphs (d) and (e) of this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSW4.01.

Initial Borrowing. Before On or concurrently with prior to the initial BorrowingEffective Date: (a) The Administrative Agent shall have received the favorable written opinion of Xxxxxx & Xxxxxxx LLP, counsel to Borrower; (b) The Administrative Agent shall have received copies of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Administrative Agent shall have received copies of resolutions of the Borrower’s Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender Bank the favorable written opinions of (i) Xxxxxx Xxxxx, general counsel to the Company and each Domestic Subsidiary, in a form acceptable to the Administrative Agent, (ii) Sidley, Austin, Xxxxx & Wood outside counsel to the Company and each Domestic Subsidiary, in a form acceptable to the Administrative Agent, (iii) Xxxxx Xxxxxx, special Nevada counsel to GBC International, Inc. and GBC India Holdings Inc., in a form acceptable to the Administrative Agent, and (iv) counsel for each Borrowing Subsidiary signatory hereto acceptable to the Administrative Agent, substantially in the form of Exhibit I hereto (with appropriate assumptions, exceptions and qualifications reasonably acceptable to the Administrative Agent reflecting the laws of the relevant jurisdiction) and covering such additional matters as the Required Banks may reasonably request; (b) the Administrative Agent shall have received for each Bank (i) certified copies of resolutions of the Board of Directors (or comparable authorizing documents) of each Borrower authorizing the execution, delivery and performance of this Agreement and such Borrower's Notes, indicating the authorized signers of this Agreement and such Borrower's Notes and all other documents relating thereto and the specimen signatures of such signers and (ii) copies of such Borrower's Certificate of Incorporation and by-laws (or other comparable constituent documents) certified by the Secretary or other appropriate officer of such Borrower together with (if available in the relevant jurisdiction) a certificate of good standing (or similar document) certified by the appropriate governmental officer in the jurisdiction of such Borrower's organization; (c) the Administrative Agent shall have received for each Bank (i) certified copies of resolutions of the Board of Directors of each Domestic Subsidiary authorizing its execution, delivery and performance of the Loan Documents to which it is a party, indicating the authorized signers of the Loan Documents to which it is a party and all other documents relating thereto and the specimen signatures of such signers and (ii) copies of such Domestic Subsidiary's Certificate or Articles of Incorporation and by-laws (or analogous organizational documents), or certification that requests such Certificate or Articles and by-laws have not changed since copies thereof were delivered to the Administrative Agent on the date of the Previous Credit Agreement, certified by the Secretary or other appropriate officer of such Domestic Subsidiary together with, to the extent customarily issued, a Note, certificate of good standing certified by the appropriate governmental officer in the jurisdiction of such Lender’s Domestic Subsidiary's organization; (d) the Administrative Agent shall have received for each Bank (to the extent applicable to such Bank) such Bank's duly executed Committed Revolving Loan Note of each Borrower and Term A Note or Term B Note of the Company dated the date hereof and otherwise in compliance with the relevant provisions of Section 5.6 hereof and shall have received for each Swing Line Bank its Swing Line Note of each Borrower dated the date hereof and otherwise in compliance with the relevant provisions of Section 2.9(a) 5.6 hereof; (e) The each Domestic Subsidiary (other than Plastic) shall have executed this Agreement as a Guarantor; (f) the Administrative Agent shall have received a duly executed counterpart Foreign Investment List completed as of this Agreement from each of the Lenders and the BorrowerNovember 30, 2001; (fg) The the Administrative Agent shall have received from the Company a list of the Authorized Representatives; (h) to the extent not otherwise waived in writing by the Administrative Agent, the Administrative Agent shall have received an Acknowledgment and Reaffirmation of Pledge Agreement, duly executed by the Company and by GBC International, Inc., supplemental patent and trademark collateral agreements, duly executed by the parties thereto, the Security Agreement, duly executed by the Company and the Subsidiaries party thereto, any amendments and/or restatements of any other Collateral Documents (including, without limitation, Collateral Documents pledging Stock of Foreign Subsidiaries, provided that the Administrative Agent may elect to allow some amendments to Collateral Documents or delivery of new Collateral Documents pledging stock of Foreign Subsidiaries to be delivered after the Effective Date) deemed necessary or advisable by the Administrative Agent in connection herewith, duly executed by the parties thereto, and supplements to the Mortgages, duly executed, together with UCC financing statements to be filed against the Company and each Guarantor, as debtor, in favor of the Administrative Agent, as secured party; (i) the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as mortgagee and loss payee; (j) to the extent not otherwise waived in writing by the Administrative Agent, the Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as date-down endorsement for each policy of December 31, 2010; title insurance (gand all endorsements thereunder) Except as set forth on Schedule 6.1, neither delivered in connection with the Borrower nor any of its Subsidiaries shall have, during the period from December 31, 2010 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid Previous Credit Agreement in form and substance acceptable to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor from Lawyers Title Insurance Corporation or the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrower, such other title insurance company acceptable to the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its terms; andAgent; (k) The the Administrative Agent shall have received financing statement, tax and judgment lien search results against the Property of the Company and each Domestic Subsidiary (other than Plastic) evidencing the absence of Liens on its Property except as permitted by Section 12.9 hereof; (l) the Administrative Agent shall have received such other documents evaluations and information certifications as it may shall reasonably request. By executing require in order to satisfy itself as to the value of the Collateral, including without limitation the Collateral included in the Borrowing Base, and shall have received a Borrowing Base Certificate and a compliance certificate, each as of a date acceptable to the Administrative Agent, which compliance certificate shall show, among other things, that (x) Consolidated EBITDA for the twelve months ended October 31, 2001 was not less than $80,000,000, and (y) the ratio of Consolidated Debt on the Effective Date to Consolidated EBITDA for the twelve month period ending October 31, 2001 was not greater than 5.25 to 1.0; (m) the loans under the Previous Credit Agreement shall be refinanced with the proceeds of the initial Borrowing, as more fully described in the recitals of this Agreement, and all accrued interest, fees and other obligations under the Previous Credit Agreement shall have been repaid in full; (n) all fees and other amounts due to the Administrative Agent and each or the Lenders on or prior to the Effective Date pursuant to any agreements with such parties shall have been paid in full; and (o) the consultation procedure with the works council (ondernemingsraad) of GBC Nederland B.V. pursuant to section 25 of the Lenders agrees that each condition set forth in this Section 6.1 Dutch Works Councils Act (Wet op de ondernemingsraden) has been satisfied. 1663651.11-New York Server 7A - MSWcompleted.

Initial Borrowing. Before The obligation of any Bank to make a Loan on the occasion of the initial Borrowing hereunder is subject to the satisfaction of the following conditions on or concurrently with prior to the date of such initial Borrowing: (a) The Administrative the Documentation Agent shall have received the favorable written following, each dated on or prior to the date of the initial Borrowing hereunder (unless otherwise indicated below), in form and substance satisfactory to the Documentation Agent: (i) a duly executed Note for the account of each Bank complying with the provisions of Section 2.3; (ii) opinions of Xxxxxxx Xxxx & Xxxxxxxxx, special counsel for the Obligors and Xxxxxx X. Xxxxx, General Counsel of the Borrower, substantially in the respective forms of Exhibits B-1 and B-2 hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; (iii) an opinion of Xxxxxx Xxxxx Xxxx & Xxxxxxx LLPXxxxxxxx, special counsel for the Agents, substantially in the form of Exhibit C hereto and covering such additional matters relating to Borrowerthe transactions contemplated hereby as the Required Banks may reasonably request; (iv) duly executed counterparts of each of the Collateral Documents, together with evidence satisfactory to the Documentation Agent of the effectiveness and perfection of the Liens contemplated thereby (including the filing of UCC-1 financing statements and the delivery of any promissory notes and stock certificates comprising the Collateral); and (v) all documents either Agent may reasonably request relating to the existence of the Obligors, the corporate authority for and the validity of the Loan Documents, and any other matters relevant hereto, all in form and substance satisfactory to such Agent; (b) The Administrative Agent shall have received copies of Except as set forth in Schedule 3.2(f), each Subsidiary identified as such in Schedule 4.13(c) is wholly-owned by the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (Borrower or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretaryanother wholly-owned Subsidiary; (c) The Administrative Agent shall all fees and expenses required to be paid hereunder on or before the Effective Date have received copies of resolutions of been, or will be, paid by the Borrower’s Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary;Effective Date; and (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof; (e) The Administrative Agent shall have received a duly executed counterpart of this Agreement from each of the Lenders and the Borrower; (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31, 2010; (g) Except as set forth on Schedule 6.1, neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31, 2010 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor or the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrower, the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its terms; and (k) The Administrative Agent Banks shall have received such other documents financial projections for the Borrower and information its Consolidated Subsidiaries (including Atlantic Auto Finance Corporation and any Encumbered Subsidiary) as it may reasonably request. By executing this Agreement, requested by the Administrative Agent and each of Agents by the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSWEffective Date.

Initial Borrowing. Before As conditions precedent to the making of the Facility hereunder, on or concurrently with before the initial BorrowingClosing Date: (a) The Administrative Agent Each credit party to this Agreement shall have received executed and delivered the favorable written opinion of Xxxxxx & Xxxxxxx LLP, counsel to BorrowerLoan Documents; (b) The Administrative On or before the Closing Date, Agent shall have received copies of the Borrower’s (i) Articles of Incorporation, together with all amendments fees required to be paid on or before the Closing Date pursuant to SECTION 2.25 and the Fee Letter; and (ii) bylaws (the expenses to be paid by Borrower pursuant to SECTION 6.15 for which invoices have been presented with a reasonable opportunity for Borrower to review, on or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretarybefore the Closing Date; (c) The Administrative Agent shall have received copies of resolutions of the Borrower’s Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents Facility and the consummation of the transactions contemplated thereby together Loan Documents must comply with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalfall applicable laws, all certified in each instance by its Secretary or Assistant Secretarycontracts, instruments and government policies; (d) The Administrative Agent Borrower must have a current ratio of not less than 1.0 to 1.0 and no trade payables shall have received for each Lender that requests be outstanding beyond sixty (60) days (unless a Note, such Lender’s duly executed Note of longer period has been agreed to between Borrower and the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereofPayee); (e) The Administrative Agent shall have received a duly executed counterpart results of this Agreement from recent lien searches in each jurisdiction where Borrower is authorized to conduct business, and such searches shall reveal no liens on any of Borrower's assets other than Permitted Encumbrances or liens to be discharged on or prior to the Lenders and the BorrowerClosing Date pursuant to documentation satisfactory to Agent; (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31, 2010the Initial Reserve Report; (g) Except as set forth on Schedule 6.1, neither Agent shall have received title opinions or other evidence satisfactory to Agent covering at least 90% of the Borrower nor any Properties (current to a date within 30 days of its Subsidiaries shall have, during the period from December 31, 2010 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than ) and showing Defensible Title to such Properties in Borrower subject only to the issuance of commercial paper consistent with past practicesPermitted Encumbrances and otherwise satisfactory in form and substance to Agent; (h) The Borrower Agent shall have paid received evidence of Borrower's insurance in amounts and covering risks acceptable to the Administrative Agent and showing Agent, for the benefit of each Lender the applicable fees for providing its Commitment under this AgreementLenders, as loss payee; (i) The Borrower shall have delivered to Lender an opinion of counsel to Borrower, in the SEC Disclosure Documents which Nicor or form of EXHIBIT G, and such opinion shall specifically provide that Agent and Lenders shall be entitled to rely upon the opinions set forth therein, and Borrower shall have filed with delivered to Agent each other Loan Document, duly executed by the Securities applicable parties and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011in form and substance satisfactory to Agent; (j) The 364 Day Credit AgreementAll representations and warranties in the Loan Documents are true and correct in all material respects; (k) Borrower shall have delivered to Agent the Financial Statements referred to and in accordance with SECTION 4.6; (l) Borrower shall have delivered to Agent copies of all environmental reports reasonably requested by Agent. (m) Borrower shall have delivered to Agent: (i) A copy of the resolutions, dated as in form and substance reasonably satisfactory to Lender, of April 23the Board of Directors of Borrower authorizing (1) the execution, 2010delivery and performance of the Loan Documents, among (2) the Borrowerborrowings contemplated hereunder, (3) the Administrative Agent granting by it of the liens, pledges and security interests granted by it pursuant to the Mortgage and the other financial institutions party thereto has terminated Security Documents, certified by the Secretary of Borrower as of the Closing Date, which certificate shall state that the authorization thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate; (upon maturity ii) A certificate of the Secretary or otherwise) in accordance Assistant Secretary of Borrower dated the Closing Date, as to the incumbency and signature of the officers of Borrower executing the Loan Documents and any certificate or other documents to be delivered pursuant thereto, together with its termsevidence of the incumbency of such certifying Secretary or Assistant Secretary; and (k1) The Administrative Agent A copy, certified as of the Closing Date by the Secretary or Assistant Secretary of Borrower, of Borrower's Articles of Incorporation, (2) a copy, certified as of the Closing Date by the Secretary or Assistant Secretary of Borrower, of Borrower's Bylaws, (3) a certificate as of a date not more than 45 days prior to the Closing Date from the Secretary of State of the State of Texas as to the existence of Borrower as a Texas corporation, and (4) a current certificate of good standing of Borrower issued by the Comptroller of Public Accounts of the State of Texas; (n) Borrower shall have received delivered to Agent such other documents and information instruments as it Agent may reasonably request. By executing this Agreement, the Administrative Agent and each of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSW.

Initial Borrowing. Before or concurrently with The obligation of any Bank to make a Loan on the occasion of the initial BorrowingBorrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of each of the following conditions: (a) The Administrative receipt by the Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have received been received, receipt by the favorable Agent in form satisfactory to it of telegraphic, telex or other written opinion confirmation from such party of Xxxxxx & Xxxxxxx LLP, counsel to Borrowerexecution of a counterpart hereof by such party); (b) The Administrative receipt by the Agent shall have received copies for the account of each Bank of a duly executed Note of the Borrower’s (i) Articles Company dated on the date of Incorporation, together this Agreement complying with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretarythe provisions of Section 2.05; (c) The Administrative receipt by the Agent shall have received copies of resolutions an opinion of Alan X. Xxxxx, Xx., Xxce President and General Counsel of the Borrower’s Board Company, substantially in the form of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant SecretaryExhibit C hereto; (d) The Administrative receipt by the Agent shall have received of an opinion of Andrxxx & Xurtx L.L.P., special counsel for each Lender that requests a Notethe Company, such Lender’s duly executed Note substantially in the form of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereofExhibit D hereto; (e) The Administrative receipt by the Agent shall have received a duly executed counterpart of this Agreement from each an opinion of Bracxxxxx & Pattxxxxx, X.L.P., special counsel for the Lenders and Agent, substantially in the Borrowerform of Exhibit E hereto; (f) The Administrative receipt by the Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31all documents it may reasonably request relating to the existence of the Company, 2010the corporate authority for and the validity of each of the Financing Documents, and any other matters relevant thereto, all in form and substance satisfactory to the Agent; (g) Except receipt by the Agent of a certificate of an officer of the Company stating the rating by S&P and Moodx'x xx all senior unsecured long-term debt of the Company as set forth in effect on Schedule 6.1, neither the Borrower nor any date of its Subsidiaries shall have, during the period from December 31, 2010 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices;this Agreement; and (h) The Borrower shall have paid to receipt by the Administrative Agent for of a certificate of the benefit of each Lender chief financial officer, the applicable fees for providing its Commitment under this Agreement; (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor chief accounting officer or the Borrower shall have filed with treasurer of the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1Company certifying, 2011; (j) The 364 Day Credit Agreement, dated as of April 23the Effective Date, 2010, among the Borrower, the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its terms; and (k) The Administrative Agent shall have received such other documents and information as it may reasonably request. By executing this Agreement, the Administrative Agent and each of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSWno Default exists.

Initial Borrowing. Before The effectiveness of this Second Restated Loan Agreement and the making of the any Advances hereunder shall not occur until the later of August 19, 2005, or concurrently satisfaction of the conditions precedent specified in Section 4.2 hereof and delivery to the Administrative Agent of the following (each of the following documents being duly executed and delivered and in form and substance satisfactory to the Managing Agents and the Administrative Agent, and, with the initial Borrowing:exception of the Notes and the UCC statement(s), each in a sufficient number of originals that the Administrative Agent may have an executed original of each document): (a) The Administrative Agent shall have received the favorable written opinion an executed counterpart of Xxxxxx & Xxxxxxx LLP, counsel to Borrowerthis Second Restated Loan Agreement; (b) The Administrative Agent shall have received copies of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant SecretaryNotes; (c) The the Second Restated Collateral Agency Agreement, the Restated Assignment of Account, the Reserve Account Control Agreement, Collection and Paying Agreement, and such other Security Instruments as may be requested by the Administrative Agent shall have received copies of resolutions of the Borrower’s Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant SecretaryAgent; (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereofSecond Restated Repurchase Agreement; (e) The upon request of the Administrative Agent shall have received Agent, a duly executed counterpart certificate of this Agreement from the Secretary or Assistant Secretary of each of the Lenders Borrower and the Originator certifying as to (i) certificate of incorporation or organization, or certificate of formation (ii) bylaws or limited liability company agreement (iii) resolutions of the Borrower's and the Originator's board of directors or board of managers authorizing the execution, delivery, and performance by each of them of the Transaction Amendment Documents to which they are a party and identifying the officers of the Borrower and the Originator who are authorized to sign such Transaction Amendment Documents, and (iv) specimen signatures of the officers so authorized; (f) The upon request of the Administrative Agent shall have received Agent, a duly executed Compliance Certificate containing financial information as favorable written opinion, relating to security interest matters, substantially in the form of December 31, 2010Exhibit I-2 hereto; (g) Except as set forth on Schedule 6.1upon request of the Administrative Agent, neither a favorable written opinion from counsel to the Borrower nor any and the Originator, regarding corporate matters, substantially in the form of its Subsidiaries shall have, during the period from December 31, 2010 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practicesExhibit I-1 hereto; (h) The Borrower shall have paid upon request of the Administrative Agent, a favorable written opinion from counsel to the Administrative Agent for Borrower and Originator, regarding true sale matters, substantially in the benefit form of each Lender the applicable fees for providing its Commitment under this AgreementExhibit J; (i) The Borrower shall have delivered upon request of the SEC Disclosure Documents Administrative Agent, a certificate from each of (i) the Michigan Department of Consumer and Industry Services, (ii) the Secretary of State of Colorado, (iii) the Secretary of State of the State of Delaware and (iv) an officer of the Borrower, the Performance Guarantor and the Originator with respect to every other state in which Nicor the Borrower, the Performance Guarantor or the Borrower shall have filed with Originator conducts business, as to the Securities and Exchange Commission (good standing of the Borrower, the Performance Guarantor and/or the Originator, as applicable, in each state or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011states for which each certificate is made; (j) The 364 Day Credit Agreementthe Managing Agent Fee Letter and the Restated Agent Fee Letter; (k) evidence of the payment of fees due at closing, dated as provided in the Fee Letters; (l) evidence that the balance in the Reserve Account, as of April 23the date hereof, 2010, among is the Borrower, amount of the Administrative Agent and Required Reserve Account Amount; (m) such other documents as the other financial institutions party thereto has terminated (upon maturity Managing Agents may reasonably request at any time at or otherwise) in accordance with its termsprior to the Borrowing Date of the initial Borrowing hereunder; and (kn) The upon request of the Administrative Agent, a search report provided in writing to the Administrative Agent by the United States Corporation Company Document Services, listing all effective financing statements that name the Borrower or the Originator as debtor and that are filed in the jurisdictions in which UCC1 filings were made in connection with the Original Loan Agreement and in such other jurisdictions as the Administrative Agent shall have received such other documents and information as it may reasonably request. By executing this Agreement, the Administrative Agent and each together with copies of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSWsuch financing statements (none of which, except as listed on Schedule V, shall cover any Mortgage Loans or interests therein or proceeds thereof).

Initial Borrowing. Before Bank shall not be obligated to disburse all or concurrently with any portion of the initial Borrowingfirst Revolving Loan unless at or prior to the time of such disbursement, the following conditions have been fulfilled to Bank's satisfaction: (a) The Administrative Agent Company shall have received the favorable written opinion of Xxxxxx & Xxxxxxx LLP, counsel provided to Borrower;Bank in form and substance satisfactory to Bank: (b) The Administrative Agent shall have received copies of the Borrower’s (i) Articles of Incorporation, together with all amendments and Incorporation (or equivalent organizational documents); (ii) bylaws Certified copies of resolutions duly adopted by the Company's board of directors authorizing the execution, delivery and performance of this Agreement and the other Loan Documents; such resolutions shall also designate the persons who are authorized to act on Company's behalf in connection with this Agreement to do the things required of Company pursuant to this Agreement and shall be accompanied by an incumbency certificate; (iii) Certificates of Good Standing; (iv) executed and appropriately completed FR Form U1; (v) audited financial statements for the three most recent fiscal years for each Fund (or comparable constituent documentssuch shorter period as a Fund may have been in existence); (vi) unaudited financial statements of the each Fund for each semiannual period (as applicable) ended subsequent to the date of the latest financial statements delivered pursuant to the above subparagraph; (vii) each Fund's most recent Prospectus and Company's most recent Statement of Additional Information; (viii) last 14 months (or such shorter period as a Fund may have been in existence) of historical changes in Assets under Management ("AUM") for each Fund, illustrated quarterly that reflect changes in AUM from (1) principal inflows and outflows and (2) market appreciation and depreciation; (ix) Financial Performance as shown by the rates of return for one, two and three years (as applicable) and since inception and the corresponding rates of return for each Fund's pertinent benchmark or index; (x) a lien search in all relevant Jurisdictions with respect to the Company, and such searches shall reveal no liens on any amendments theretoof the assets of the Company or any Fund, certified except for liens permitted by this Agreement or liens to be discharged on or prior to the Closing Date pursuant to documentation satisfactory to Bank; (xi) a certificate from a senior financial officer of the Company specifying that (1) no default or Event of Default (as defined in this Agreement) has occurred or is continuing, and (2) the Company's representations and warranties in this Agreement are true and correct; (xii) legal opinions (including opinions (A) from counsel to the Company regarding the legality and propriety of the Loan Documents, due authorization and enforceability of the Loan Documents, and (B) from such special and local counsel as may be required by Bank); (xiii) evidence that all governmental and third party approvals necessary or, in the discretion of Bank, advisable, in connection with this Agreement, the financing contemplated hereby and the continuing operations of the Company and the Funds shall have been obtained and be in full force and effect; all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority; and there shall be no action pending or threatened which would restrain, prevent or otherwise adversely affect this Agreement or the Company or any Fund; and (xiv) documents and other instruments as are customary for transactions of this type or as Bank may reasonably request. (b) Bank shall have received and found satisfactory SECADV filings for the Advisor (and each instance by its Secretary or an Assistant Secretary;subadvisor). (c) The Administrative Agent No change in the business, assets, management, operations, financial condition or prospects of the Company or the Funds shall have received copies of resolutions occurred since the submission of the Borrower’s Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified most recent financial statements which change in each instance by its Secretary or Assistant Secretary;Bank's judgment would have a material adverse effect. (d) The Administrative Agent Bank shall have received all fees required to be paid, and all expenses for each Lender that requests a Notewhich invoices have been presented, on or before such Lender’s duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof;disbursement. (e) The Administrative Agent Bank shall have received a duly executed counterpart of this Agreement from each of all additional information concerning the Lenders Funds, Company, and the Borrower; Advisor (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31, 2010; (g) Except as set forth on Schedule 6.1, neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31, 2010 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor or the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrower, the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its terms; and (k) The Administrative Agent shall have received such other documents and information as it Bank may reasonably request. By executing this Agreement, the Administrative Agent and each of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSW.

Initial Borrowing. Before or concurrently with the initial Borrowing: (a) The Administrative Agent shall have received the favorable written opinion of Xxxxxx Latham & Xxxxxxx LLPWatkins, counsel to BorrowerBorrowers; (b) The Administrative Agent shall Adminisxxxxxxe Axxxx xxall have received copies of the each Borrower’s 's (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Administrative Agent shall have received copies of resolutions of the each Borrower’s 's Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the such Borrower’s 's behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s 's duly executed Note of the each Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof; (e) The Administrative Agent shall have received a duly executed counterpart of this Agreement from each of the Lenders and the BorrowerBorrowers; (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31June 30, 20102004; (g) Except as set forth on Schedule 6.1, neither the Neither Borrower nor any of its their Subsidiaries shall have, during the period from December 31June 30, 2010 2004 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower Existing Agreement shall have delivered the SEC Disclosure Documents which Nicor or the Borrower been terminated and all obligations owing thereunder shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrowerbeen repaid in full. By their execution hereof, the Administrative Agent Borrowers and each Lender that is party to the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its termsAgreement hereby agree that such agreement is terminated; and (kj) The Administrative Agent shall have received such other documents and information as it may reasonably request. By executing this Agreement, the Administrative Agent and each of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSW.

Initial Borrowing. Before or concurrently with Prior to the advance of the initial BorrowingBorrowing hereunder: (a) The Administrative Agent shall have received for each Bank the favorable written opinion of Sidley Xxxxxx Xxxxx & Xxxxxxx LLPXxxx, counsel to the Borrower, in substantially the form of Exhibit C hereto, and of Xxxxx X. Xxxxxxx, Senior Vice President, General Counsel, and Assistant Secretary of the Borrower, in substantially the form of Exhibit D hereto, and otherwise in form and substance satisfactory to each of the Banks; (b) The Administrative Agent shall have received for each Bank certified copies of resolutions of the Borrower’s (i) Articles Board of IncorporationDirectors of the Borrower and of a Special Committee thereof, together with authorizing the execution and delivery of this Agreement and the Notes, indicating the authorized signers of this Agreement and the Notes and all amendments other documents relating thereto and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretarythe specimen signatures of such signers; (c) The Administrative Agent shall have received copies from the Borrower a list of resolutions of the Borrower’s Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant SecretaryAuthorized Representatives; (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s duly executed Note the benefit of the Banks the upfront fees agreed between the Borrower dated and the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof;Administrative Agent; and (e) The Administrative Agent shall have received a duly executed counterpart of this Agreement from each of the Lenders and the Borrower; (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31, 2010; (g) Except as set forth on Schedule 6.1, neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31, 2010 On or prior to the Closing Datedate hereof, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid provided evidence satisfactory to the Administrative Agent for of the benefit termination of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor or the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, Agreement dated as of April 23July 28, 2010, 1995 among the BorrowerMaytag Corporation, the Administrative Agent banks party thereto, Bank of Montreal, Chicago Branch, as Agent, and the other financial institutions party thereto has terminated (upon maturity or otherwise) Royal Bank of Canada, as Co- Agent, payment in accordance with its terms; and (k) The Administrative Agent shall have received such other documents and information as it may reasonably request. By executing this Agreement, the Administrative Agent and each full of the Lenders principal of and accrued interest on all loans outstanding thereunder and all accrued fees owing thereunder. Each Bank that is also a bank under the credit agreement referenced in clause (e), by its execution hereof, hereby waives any requirement under such agreement that the Borrower give prior notice of the termination of the commitments thereunder, and agrees that each condition set forth in this Section 6.1 has been satisfiedsuch notice may be given on the same day as such termination is to be effective. 1663651.11-New York Server 7A - MSWBecause such Banks constitute the "Required Banks" under such credit agreement, such credit agreement shall terminate and all amounts payable thereunder shall be due and payable on the date hereof.

Initial Borrowing. Before or concurrently with the initial Borrowing: (a) The Administrative Agent shall have received the favorable written opinion of Xxxxxx Latham & Xxxxxxx LLPWatkins, counsel to Borrower; (b) The Administrative Agent shall Administraxxxx Xgenx xxxxx have received copies of the Borrower’s 's (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Administrative Agent shall have received copies of resolutions of the Borrower’s 's Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s 's behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s 's duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof; (e) The Administrative Agent shall have received a duly executed counterpart of this Agreement from each of the Lenders and the Borrower; (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31June 30, 20102004; (g) Except as set forth on Schedule 6.1, neither Neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31June 30, 2010 2004 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower Existing Agreement shall have delivered the SEC Disclosure Documents which Nicor or been terminated and all obligations owing thereunder shall have been repaid in full. By their execution hereof, the Borrower shall have filed with and each Lender that is party to the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrower, the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its termsExisting Agreement hereby agree that such agreement is terminated; and (kj) The Administrative Agent shall have received such other documents and information as it may reasonably request. By executing this Agreement, the Administrative Agent and each of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSW.

Initial Borrowing. Before or concurrently with Prior to the advance of the initial BorrowingBorrowing hereunder : (a) The Administrative Agent shall have received for each Bank the favorable written opinion of Sidley Xxxxxx Xxxxx & Xxxxxxx LLPXxxx, counsel to the Borrower, in substantially the form of Exhibit C hereto, and of Xxxxx X. Xxxxxxx, Senior Vice President, General Counsel, and Assistant Secretary of the Borrower, in substantially the form of Exhibit D hereto, and otherwise in form and substance satisfactory to each of the Banks; (b) The Administrative Agent shall have received for each Bank certified copies of resolutions of the Borrower’s (i) Articles Board of IncorporationDirectors of the Borrower and of a Special Committee thereof, together with authorizing the execution and delivery of this Agreement and the Notes, indicating the authorized signers of this Agreement and the Notes and all amendments other documents relating thereto and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretarythe specimen signatures of such signers; (c) The Administrative Agent shall have received copies from the Borrower a list of resolutions of the Borrower’s Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant SecretaryAuthorized Representatives; (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s duly executed Note the benefit of the Banks the upfront fees agreed between the Borrower dated and the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof;Administrative Agent; and (e) The Administrative Agent shall have received a duly executed counterpart of this Agreement from each of the Lenders and the Borrower; (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31, 2010; (g) Except as set forth on Schedule 6.1, neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31, 2010 On or prior to the Closing Datedate hereof, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid provided evidence satisfactory to the Administrative Agent for of the benefit termination of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor or the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, Agreement dated as of April 23July 28, 2010, 1995 among the BorrowerMaytag Corporation, the Administrative Agent banks party thereto, Bank of Montreal, Chicago Branch, as Agent, and the other financial institutions party thereto has terminated (upon maturity or otherwise) Royal Bank of Canada, as Co- Agent, payment in accordance with its terms; and (k) The Administrative Agent shall have received such other documents and information as it may reasonably request. By executing this Agreement, the Administrative Agent and each full of the Lenders principal of and accrued interest on all loans outstanding thereunder and all accrued fees owing thereunder. Each Bank that is also a bank under the credit agreement referenced in clause (e), by its execution hereof, hereby waives any requirement under such agreement that the Borrower give prior notice of the termination of the commitments thereunder, and agrees that each condition set forth in this Section 6.1 has been satisfiedsuch notice may be given on the same day as such termination is to be effective. 1663651.11-New York Server 7A - MSWBecause such Banks constitute the "Required Banks" under such credit agreement, such credit agreement shall terminate and all amounts payable thereunder shall be due and payable on the date hereof.

Initial Borrowing. Before The effectiveness of this Agreement and the making of any Advances hereunder shall not occur until the later of May 23, 2003, or concurrently satisfaction of the conditions precedent specified in Section 4.2 hereof and delivery to the Administrative Agent of the following (each of the following documents being duly executed and delivered and in form and substance satisfactory to the Managing Agents and the Administrative Agent, and, with the initial Borrowing:exception of the Notes and the UCC statement(s), each in a sufficient number of originals that each Managing Agent may have an executed original of each document): (a) The Administrative Agent shall have received the favorable written opinion an executed counterpart of Xxxxxx & Xxxxxxx LLP, counsel to Borrowerthis Agreement; (b) The Administrative Agent shall have received copies of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant SecretaryNotes; (c) The the Collateral Agency Agreement, the Security Agreement, the Collection Account Control Agreement, the Reserve Account Control Agreement and such other Security Instruments as may be requested by the Administrative Agent shall have received copies of resolutions of the Borrower’s Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant SecretaryAgent; (d) The Administrative Agent shall have received for each Lender that requests a Notethe Servicer Performance Guaranty, such Lender’s duly executed Note substantially in the form of Exhibit G-1 hereto and the Borrower dated Originator Performance Guaranty, substantially in the date hereof and otherwise in compliance with the provisions form of Section 2.9(a) hereofExhibit G-2 hereto; (e) The Administrative Agent shall have received a duly executed counterpart of this Agreement from each of the Lenders and the BorrowerRepurchase Agreement; (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31, 2010the Subordination Agreement; (g) Except a certificate of the Secretary or Assistant Secretary of each of the Borrower, each Originator and the Performance Guarantor certifying as set forth on Schedule 6.1to (i) resolutions of each Borrower’s, neither each Originator’s and the Borrower nor any Performance Guarantor’s board of its Subsidiaries shall havedirectors or managers, during as applicable, authorizing the period from December 31execution, 2010 delivery, and performance by each of them of the Transaction Documents to which they are a party and identifying the Closing Dateofficers or the members, issuedas applicable, incurredof the Borrower, assumedthe Originators and the Performance Guarantor who are authorized to sign such Transaction Documents, created(ii) specimen signatures of the officers or the members, become liable foras applicable, contingently so authorized, (iii) the certificate of incorporation or otherwiseorganization, any material Indebtedness other than and (iv) bylaws or the issuance of commercial paper consistent with past practiceslimited liability company agreement, as applicable; (h) The a favorable written opinion from counsel to the Borrower, the Originators and the Performance Guarantor on entity matters in a form acceptable to the Managing Agents; (i) a favorable written opinion from counsel to the Borrower and the Originators on security interest matters in a form acceptable to the Managing Agents; (j) a favorable written opinion from counsel to the Originators as to true sale and non-consolidation matters in a form acceptable to the Managing Agents; (k) a certificate from each of (i) the Secretary of State of the State of California, (ii) the Secretary of State of the State of Delaware and/or (iii) the Secretary of the State of Florida, and (iv) an officer or member, as applicable, of the Borrower, the Performance Guarantor and each of the Originators with respect to every state in which the Borrower, the Performance Guarantor or such Originator is organized or conducts business, as to the good standing of the Borrower, the Performance Guarantor and/or each of the Originators, as applicable, in each state or states for which each certificate is made; (l) the Fee Letters; (m) evidence of the payment of fees due at closing, as provided in the Fee Letters; (n) a letter agreement between the Borrower and the Collateral Agent establishing fees for collateral agency, custodial and administrative services, and a mutually agreeable schedule for payment of such fees shall have paid been executed by the Borrower and the Collateral Agent and shall have been approved by the Administrative Agent; (o) acknowledgment copies of proper Financing Statements (Form UCC1), filed on or prior to the date of the initial Advance, naming (i) each Originator as the Seller, the Borrower as the secured party/purchaser and the Administrative Agent for as the benefit assignee, and (ii) the Borrower as the debtor and the Administrative Agent on behalf of each Lender the applicable fees for providing its Commitment holders of the Obligations as the secured party, or other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect the ownership and security interests in the Collateral contemplated by the Repurchase Agreement and this Agreement; (ip) The Borrower shall have delivered a search report provided in writing to the SEC Disclosure Documents which Nicor or Administrative Agent by Bilzin Xxxxxxx Xxxxx Price & Xxxxxxx, LLP, listing all effective financing statements that name the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted thereforeof the Originators as debtor and that are filed in the jurisdictions in which filings were made pursuant to subsection (o) above and in such other jurisdictions as the Administrative Agent shall request, together with copies of such financing statements (none of which shall cover any Mortgage Loans or any national securities exchange on interests therein or after January 1, 2011proceeds thereof); (jq) The 364 Day Credit Agreement, dated evidence of the initial deposit to the Reserve Account in the amount of 0.5% of the Maximum Facility Amount; (r) such other documents as of April 23, 2010, among the Borrower, the Administrative Agent and may reasonably request at any time at or prior to the Borrowing Date of the initial Borrowing hereunder; (s) such other financial institutions party thereto has terminated (upon maturity documents as either Managing Agent may request at any time at or otherwise) in accordance with its termsprior to the Borrowing Date of the initial Borrowing hereunder; and (kt) The Administrative Agent shall have received such other documents and information as it may reasonably request. By executing this Agreementthe Performance Guarantor Quarterly Certificate, substantially in the Administrative Agent and each form of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSWExhibit H-3.

Initial Borrowing. Before or concurrently with The obligations of the initial BorrowingBanks to make the Loans hereunder are subject to receipt by the Administrative Agent of the following documents and satisfaction of the following conditions: (a) The an opinion of counsel for the Credit Parties in a form reasonably acceptable to the Administrative Agent and covering such matters relating to the transactions contemplated hereby as the Administrative Agent or the Required Banks may reasonably request; (b) all documents the Administrative Agent may reasonably request relating to the corporate authority of each Credit Party which is a party hereto or any other Credit Document and the validity of this Agreement and each other Credit Document, all in form and substance reasonably satisfactory to the Administrative Agent; (c) copies of this Agreement executed by the Borrower, each Guarantor and each of the Banks, and copies of the Notes executed by the Borrower in favor of each of the Banks; (d) all filings (including, without limitation, pursuant to the Uniform Commercial Code) and recordings shall have been accomplished with respect to the Pledge Agreements in such jurisdictions as may be required by law to establish, perfect, protect and preserve the rights, titles, interests, remedies, powers, privileges, liens and security interests of the Collateral Agent in the Collateral covered by the Pledge Agreements and any giving of notice or the taking of any other action to such end (whether similar or dissimilar) required by law shall have been given or taken. On or prior to the Effective Date, the Collateral Agent shall have received satisfactory evidence as to any such filing, recording, registration, giving of notice or other action so taken or made; and the Banks and the holders of the loans and letters of credit outstanding under the Existing Credit Agreements shall have entered into an amendment to the Intercreditor Agreement in form and substance acceptable to the Administrative Agent, which shall be acknowledged and consented to by each of the Credit Parties party to the Pledge Agreements; (e) the Administrative Agent shall have received insurance certificates complying with the favorable written opinion requirements of Xxxxxx & Xxxxxxx LLP, counsel to BorrowerSection 6.3 for the business and properties of the Borrower and its Subsidiaries; (bf) The Administrative Agent shall have received copies of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Administrative Agent shall have received copies of resolutions of the Borrower’s Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof; (e) The Administrative Agent shall have received a duly executed counterpart Notice of this Agreement from each of the Lenders and the Borrower; (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information Borrowing as of December 31, 2010required by Section 2.2; (g) Except as set forth on Schedule 6.1the fact that, neither the Borrower nor any of its Subsidiaries immediately before and after such Borrowing, no Default shall have, during the period from December 31, 2010 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practiceshave occurred and be continuing; (h) The Borrower the fact that the representations and warranties of the Credit Parties contained in this Agreement shall have paid to be true and correct in all material respects on and as of the Administrative Agent for the benefit date of each Lender the applicable fees for providing its Commitment under this Agreementsuch Borrowing; (i) The Borrower with respect to the transactions contemplated by this Agreement and the Pledge Agreements, each Credit Party shall have delivered obtained any necessary consents, waivers, approvals, authorizations, registrations, filings, licenses and notifications (including, if necessary, qualifying to do business in, and qualifying under the SEC Disclosure Documents which Nicor applicable consumer laws of, each jurisdiction where the applicable party is then doing business, or is in the process of obtaining such qualification in each jurisdiction where the applicable party is expected to be doing business utilizing the proceeds of such Loan) and the same shall be in full force and effect, except where the failure to obtain such consent, qualification or other item could not reasonably be expected to have a material adverse effect on the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1its Subsidiaries, 2011;taken as a whole; and (j) the Pledge Agreements shall be amended in a form acceptable to the Administrative Agent, and as amended, shall be in full force and effect, the Collateral Agent shall have a first priority perfected security interest in all assets of the Borrower and its Subsidiaries purported to be covered thereby (subject to the exceptions set forth therein and in Sections 6.18 and 10.1(a) hereof), and all filings (including, without limitation, pursuant to the Uniform Commercial Code or foreign equivalent) and recordings shall have been accomplished with respect to the Pledge Agreements in such jurisdictions as may be required by law to establish, perfect, protect and preserve the rights, titles, interests, remedies, powers, privileges, liens and security interests of the Collateral Agent in the collateral purposed to be covered thereby and any giving of notice or the taking of any other action to such end (whether similar or dissimilar) required by law shall have been given or taken. The 364 Day Credit AgreementAdministrative Agent and the Collateral Agent shall have received satisfactory evidence as to any such filing, dated recording, registration, giving of notice or other action so taken or made. The Administrative Agent shall promptly notify the Borrower and the Banks of the satisfaction of the conditions set forth in this Section 3.1, and such notice shall be conclusive and binding on all parties hereto. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (g), (h), (i), and (j) of April 23, 2010, among this Section. No Bank shall have any obligation to make its Loan hereunder at any time unless all conditions precedent have been satisfied before or at such time. The conditions precedent are included for the Borrower, exclusive benefit of the Administrative Agent and the other financial institutions party Banks. In the event that any one more Banks makes available a Loan at the request of the Borrower notwithstanding that any one or more of the conditions precedent thereto has terminated (upon maturity have not been satisfied in whole or otherwise) in accordance with its terms; and (k) The Administrative Agent part, such waiver shall have received such other documents and information not operate as it may reasonably request. By executing this Agreement, to waive the right of the Administrative Agent and each of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSWBanks to require strict compliance thereafter.

Initial Borrowing. Before or concurrently with Prior to the making of the initial BorrowingBorrowing hereunder: (a) The Administrative Agent shall have received (i) corporate, enforceability, no conflicts, attachment and perfection opinions and (ii) a compliance opinion, in form and substance satisfactory to the favorable written opinion of Xxxxxx & Xxxxxxx LLP, counsel to BorrowerAdministrative Agent; (b) The Administrative Agent shall have received for each Lender (i) copies of the Borrower’s (i) Articles and each Subsidiary’s articles of Incorporation, together with all amendments incorporation and (ii) bylaws (or comparable constituent organizational documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary, (ii) certified copies of resolutions of the Board of Directors of the Borrower and of each Restricted Subsidiary authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party, indicating the authorized signers of this Agreement and the other Loan Documents and all other documents relating thereto, the persons authorized to request Borrowings hereunder and to select the interest rate options with respect thereto and the specimen signatures of such signers, and (iii) one original certificate of good standing (with copies for each Lender) certified by the appropriate governmental officer in the jurisdiction of the Borrower’s and each Restricted Subsidiaries’ incorporation and each state in which it is authorized to do business as a foreign corporation; (c) The Administrative Agent shall have received copies of resolutions of for the Borrower’s Board of Directors authorizing Lenders this Agreement, the execution 1663651.11-New York Server 7A - MSW and delivery of Notes (if requested), the Credit Documents Company Security Agreement, the Subsidiary Security Agreement, and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant SecretarySubsidiary Guaranty Agreement; (d) The the Administrative Agent shall have received a fully executed Internal Revenue Service Form W‑9 for the Borrower and each Lender that requests a NoteRestricted Subsidiary (other than the Insurance Subsidiary), such Lender’s duly executed Note and each of the Borrower dated Lenders shall have received, sufficiently in advance of the date hereof Effective Date all other documentation and otherwise in compliance with information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti‑money laundering rules and regulations, including without limitation, the provisions United States Patriot Act (Title III of Section 2.9(a) hereofPub. L. 107‑56 (signed into law October 26, 2001)); (e) The Administrative Agent shall have received a duly executed counterpart of this Agreement from each financing statement lien search results against the Property of the Lenders Borrower and each Restricted Subsidiary (other than the BorrowerInsurance Subsidiary) evidencing the absence of Liens on its Property except as permitted by Section 8.11 hereof; (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31, 2010; (g) Except as set forth on Schedule 6.1, neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31, 2010 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit Lenders copies (executed or certified, as may be appropriate) of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor all legal documents or the Borrower shall have filed proceedings taken in connection with the Securities execution and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as delivery of April 23, 2010, among the Borrower, the Administrative Agent this Agreement and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its termsLoan Documents; and (kg) The Administrative Agent shall have received such other documents and information as it may reasonably request. By executing this Agreement, for the Administrative Agent and each account of the Lenders agrees that each condition set forth a borrowing base certificate substantially in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSWthe form attached hereto as Exhibit A showing the computation of the Borrowing Base as of the close of business on May 31, 2019.

Initial Borrowing. Before The Lenders shall not be required to make the Borrowing on the Agreement Execution Date hereunder unless (a) the Borrower shall, prior to or concurrently with such Borrowing, have paid all fees due and payable to the initial Borrowing:Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have furnished to the Administrative Agent, with sufficient copies for the Lenders, the following (the term “Borrower” being deemed to include any Qualified Borrower as of the Agreement Execution Date): (ai) The Administrative Agent shall have received duly executed originals of the favorable written opinion Loan Documents, including the Notes, payable to the order of Xxxxxx & Xxxxxxx LLPeach of the Lenders (including the Qualified Borrower Note), counsel to Borrowerthis Agreement and the Qualified Borrower Guaranty; (bA) The Administrative Agent shall Certificates of good standing for each Borrower and each Subsidiary Guarantor from the states of organization of each Borrower and each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) current foreign qualification certificates for the Borrower and each Subsidiary Guarantor, certified by the appropriate governmental officer, in each jurisdiction where the failure of the Borrower or such Guarantor to so qualify or be licensed (if required) would have received copies a Material Adverse Effect; (iii) Copies of the formation documents (including code of regulations, if appropriate) of the Borrower and each Subsidiary Guarantor, (and such Borrower’s and Subsidiary Guarantor’s managing partner, general partner or managing member) and certified by an officer of the Borrower, such Subsidiary Guarantor and such other owners (or such Borrower’s, Subsidiary Guarantor’s (i) Articles of Incorporationand such other owner’s managing partner, general partner or managing member), respectively, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (civ) The Administrative Agent Incumbency certificates, executed by officers of the Borrower and each Subsidiary Guarantor (or such Borrower’s and Subsidiary Guarantor’s managing partner, general partner or managing member), which shall have received copies identify by name and title and bear the signature of resolutions the Persons authorized to sign the Loan Documents on behalf of the Borrower and such Subsidiary Guarantor and to make borrowings hereunder on behalf of the Borrower’s Board of Directors authorizing , upon which certificate the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents Administrative Agent and the consummation Lenders shall be entitled to rely until informed of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified any change in each instance writing by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof; (e) The Administrative Agent shall have received a duly executed counterpart of this Agreement from each of the Lenders and the Borrower; (fv) Copies, certified by a Secretary or an Assistant Secretary of the Borrower and each Subsidiary Guarantor (or such Borrower’s and Subsidiary Guarantor’s managing partner, general partner or managing member) of the Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the Borrowings provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower and each Subsidiary Guarantor; (vi) A written opinion of the Borrower’s and the Subsidiary Guarantors’ counsel, addressed to the Lenders in a form reasonably acceptable to the Administrative Agent; (vii) A certificate, signed by an officer of the Borrower, stating that on the Agreement Execution Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of the Borrower are true and correct as of the Agreement Execution Date provided that such certificate is in fact true and correct; (viii) The most recent financial statements of the Borrower and the most recent operating statements with respect to each Subject Property; (ix) UCC financing statement, judgment and tax lien searches with respect to Borrower, each Subsidiary Guarantor and each Assignor; (x) Written money transfer instructions, in substantially the form of Exhibit E hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xi) [Intentionally Omitted.] (xii) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the Borrowing made on the Agreement Execution Date; (xiii) The duly executed originals of amendments and/or ratifications of the Security Documents signed by each of the parties thereto (or receipt by the Administrative Agent from a party thereto of a facsimile signature page signed by such party which shall have agreed to promptly provide the Administrative Agent with the originally executed counterparts thereof). Additionally, the Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31received, 2010; (g) Except as set forth on Schedule 6.1at the Borrower’s expense, neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31, 2010 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid evidence in form and substance satisfactory to the Administrative Agent that the Security Documents remain effective to continue in favor of the Administrative Agent, for the benefit of each Lender the applicable fees for providing its Commitment under this AgreementLenders, a legal, valid and enforceable first priority security interest in the Collateral described in the Security Documents and that all filings, recordings, deliveries of instruments and other actions necessary or desirable to protect and preserve such security interests have been duly effected and that any and all consents necessary or desirable with respect to such security interest, have been received and remain in full force and effect as of the Agreement Execution Date; (ixiv) The Borrower shall have delivered Evidence in form and substance satisfactory to the SEC Disclosure Documents which Nicor or Administrative Agent, that the Borrower shall have filed with sum of (a) outstanding principal balance of the Securities and Exchange Commission Loans (or any governmental agency substituted thereforeless the amount of cash on deposit in the Cash Collateral Account, if any) or any national securities exchange on or after January 1the Agreement Execution Date plus (b) the sum of the Subject Property Indebtedness as of the Agreement Execution Date, 2011is not greater than sixty-seven percent (67%) of the then Value of Subject Properties; (jxv) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrower, the Unless waived by Administrative Agent in its sole and absolute discretion, a copy of an Instruction Letter duly executed by an applicable Subject Property Owner to the other financial institutions party thereto has terminated extent there is a Cash Management Agreement in place in favor of (upon maturity or otherwisefor the benefit of) in accordance the lender with its termsrespect to such Subject Property Indebtedness encumbering such Subject Property; and (kxvi) The Administrative Agent shall have received such Such other documents and information as it any Lender or its counsel may have reasonably request. By executing this Agreementrequested, the Administrative Agent form and each substance of which documents shall be reasonably acceptable to the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSWparties and their respective counsel.

Initial Borrowing. Before The Lenders shall not be required to make the initial Borrowing hereunder unless (a) the Borrower shall, prior to or concurrently with the such initial Borrowing:, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have furnished to the Administrative Agent, with sufficient copies for the Lenders, the following (the term “Borrower” being deemed to include any Qualified Borrower as of the Agreement Execution Date): (i) The duly executed originals of the Loan Documents, including the Notes, payable to the order of each of the Lenders (including the Qualified Borrower Note and Qualified Borrower Competitive Note from each Qualified Borrower), this Agreement, and the Qualified Borrower Guaranty; (a) The Administrative Agent shall have received Certificates of good standing for each Borrower from the favorable written opinion states of Xxxxxx & Xxxxxxx LLPorganization of each Borrower, counsel certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, and (b) current foreign qualification certificates for the Borrower, certified by the appropriate governmental officer, for each other jurisdiction where the Borrower owns or leases real property; (biii) The Administrative Agent shall have received copies Copies of the formation documents (including code of regulations, if appropriate) of the Borrower certified by an officer of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (civ) The Administrative Agent shall have received copies of resolutions Incumbency certificates, executed by officers of the Borrower’s Board of Directors authorizing , which shall identify by name and title and bear the execution 1663651.11-New York Server 7A - MSW and delivery signature of the Credit Persons authorized to sign the Loan Documents and the consummation to make borrowings hereunder on behalf of the transactions contemplated thereby together with specimen signatures of Borrower, upon which certificate the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof; (e) The Administrative Agent shall have received a duly executed counterpart of this Agreement from each of the Lenders and shall be entitled to rely until informed of any change in writing by the Borrower; (fv) The Administrative Agent shall have received Copies, certified by a duly Secretary or an Assistant Secretary of the Borrower of the Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the Borrowings provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Loan Documents to be executed Compliance Certificate containing financial information as of December 31, 2010and delivered by the Borrower; (gvi) Except as set forth on Schedule 6.1A written opinion of the Borrower’s counsel, neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31, 2010 addressed to the Closing Date, issued, incurred, assumed, created, become liable for, contingently Lenders in substantially the form of Exhibit B hereto or otherwise, any material Indebtedness such other than form as the issuance of commercial paper consistent with past practicesAdministrative Agent may reasonably approve; (hvii) A certificate, signed by an officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of the Borrower are true and correct as of the initial Borrowing Date provided that such certificate is in fact true and correct; (viii) The most recent financial statements of the Borrower; (ix) UCC financing statement, judgment, and tax lien searches with respect to each Borrower shall have paid from its State of organization; (x) Written money transfer instructions, in substantially the form of Exhibit E hereto, addressed to the Administrative Agent for and signed by an Authorized Officer, together with such other related money transfer authorizations as the benefit of each Lender the applicable fees for providing its Commitment under this AgreementAdministrative Agent may have reasonably requested; (ixi) The A compliance certificate in the form of Exhibit C as of the most recent date available, executed by the Borrower’s chief financial officer or chief accounting officer prepared on the assumption that the other Indebtedness of Borrower shall have delivered being repaid by the SEC Disclosure Documents which Nicor or initial Borrowing hereunder was replaced by Borrowings hereunder for the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011period covered by such certificate; (jxii) The 364 Day Credit AgreementEvidence that the Commitments of any lenders under the Prior Agreement which are not Lenders under this Agreement (the “Exiting Lenders”) have been properly terminated and all amounts due to the Exiting Lenders have been paid, or will be paid out of the proceeds of the initial Borrowing hereunder; (xiii) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial Borrowing hereunder; (A) Execution of an amendment to, or an amendment and restatement of, the Borrower’s First Amended and Restated Secured Term Loan Agreement dated as of April 23June 29, 20102006, among as amended, in order to revise the financial covenants set forth therein to be consistent with the financial covenants set forth herein, in form and substance satisfactory to the Administrative Agent, and (B) concurrently with the initial Borrowing (as evidenced by the submission of a Borrowing Request for such purpose), prepayment of the principal amount of the loans thereunder in an amount equal to $200,000,000; (xv) execution of an amendment to, or an amendment and restatement of, the Borrower’s approximately $75,000,000 credit facility with PNC Bank, N.A. in order to revise the financial covenants set forth therein to be consistent with the financial covenants set forth herein, in form and substance satisfactory to the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its termsAgent; and (kxvi) The Administrative Agent shall have received such Such other documents and information as it any Lender or its counsel may have reasonably request. By executing this Agreementrequested, the Administrative Agent form and each substance of which documents shall be reasonably acceptable to the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSWparties and their respective counsel.

Initial Borrowing. Before or concurrently with the initial Borrowing: (a) The Administrative Agent shall have received the favorable written opinion of Xxxxxx Latham & Xxxxxxx LLPWatkins, counsel to BorrowerBorrowers; (b) The Administrative Agent Xxxxxxstrxxxxx Xgent shall have received copies of the each Borrower’s 's (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Administrative Agent shall have received copies of resolutions of the each Borrower’s 's Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the such Borrower’s 's behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s 's duly executed Note of the each Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof; (e) The Administrative Agent shall have received a duly executed counterpart of this Agreement from each of the Lenders and the BorrowerBorrowers; (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31June 30, 20102004; (g) Except as set forth on Schedule 6.1, neither the Neither Borrower nor any of its their Subsidiaries shall have, during the period from December 31June 30, 2010 2004 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower Existing Agreement shall have delivered the SEC Disclosure Documents which Nicor or the Borrower been terminated and all obligations owing thereunder shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrowerbeen repaid in full. By their execution hereof, the Administrative Agent Borrowers and each Lender that is party to the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its termsAgreement hereby agree that such agreement is terminated; and (kj) The Administrative Agent shall have received such other documents and information as it may reasonably request. By executing this Agreement, the Administrative Agent and each of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSW.

Initial Borrowing. Before or concurrently The obligation of Bank One to make its initial Advance hereunder shall be subject to, in addition to the conditions precedent specified in SECTION 4.2 hereof, delivery to Bank One of the following (each of the following documents being duly executed and delivered and in form and substance satisfactory to Bank One, and, with the initial Borrowing:exception of the Note, each in a sufficient number of originals that Bank One and its counsel may both have an executed original of each document): (a) The Administrative Agent shall have received an executed counterpart of this Agreement and of all instruments, certificates and opinions referred to in this ARTICLE IV not theretofore delivered (except the favorable written opinion of Xxxxxx & Xxxxxxx LLP, counsel Borrowing Request which is to Borrowerbe delivered at the time provided in SUBSECTION 4.2(a) hereof); (b) The Administrative Agent shall have received copies the Note; (c) a Confirmation of Security Agreement in a form satisfactory to Bank One; (d) a First Amendment to Guaranty, in a form satisfactory to Bank One; (e) the Underwriting Guidelines of Borrower, approved by Bank One in its sole discretion; (f) a certificate of the Borrower’s Secretary or Assistant Secretary of Borrower setting forth (i) Articles resolutions of IncorporationBorrower's board of directors authorizing the execution, delivery, and performance by Borrower of the Note, this Agreement and any Security Instruments provided herein and identifying the officers of Borrower authorized to sign such instruments, and (ii) specimen signatures of the officers so authorized; (g) a copy, certified as true by the Secretary or Assistant Secretary of Borrower, of the articles or certificate of incorporation and the bylaws of Borrower, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Administrative Agent shall have received copies of resolutions of the Borrower’s Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender that requests a Note, such Lender’s duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof; (e) The Administrative Agent shall have received a duly executed counterpart of this Agreement from each of the Lenders and the Borrower; (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31, 2010; (g) Except as set forth on Schedule 6.1, neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31, 2010 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The a certificate of the existence and good standing of Borrower shall have paid to the Administrative Agent for the benefit in its state of each Lender the applicable fees for providing its Commitment under this Agreementincorporation; (i) The Borrower shall have delivered a certificate of the SEC Disclosure Secretary or Assistant Secretary of Guarantor setting forth (i) resolutions of Guarantor's board of directors authorizing the execution, delivery, and performance by Guarantor of the Guaranty and any other Loan Documents which Nicor or provided herein and identifying the Borrower shall have filed with officers of Guarantor authorized to sign such instruments, and (ii) specimen signatures of the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011officers so authorized; (j) The 364 Day Credit Agreementa copy, dated certified as true by the Secretary or Assistant Secretary of April 23Guarantor, 2010, among of the Borrower, the Administrative Agent articles or certificate of incorporation and the other financial institutions party thereto has terminated bylaws of Guarantor, together with all amendments thereto; (upon maturity or otherwisek) a certificate of the existence and good standing of Guarantor in accordance with its termsstate of incorporation; (l) a favorable written opinion from Borrower's General Counsel as to such matters incident to the transactions herein contemplated as Bank One may reasonably request; and (km) The Administrative Agent shall have received such other documents and information as it Bank One may reasonably request. By executing this Agreement, request at any time at or prior to the Administrative Agent and each Borrowing Date of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSWinitial Borrowing hereunder.

Initial Borrowing. Before or concurrently with Prior to the making of the initial Borrowing: Borrowing hereunder: (a) The Administrative Agent shall have received the favorable written opinion of Xxxxxx & Xxxxxxx LLP, counsel to Borrower; (b) The Administrative Agent shall have received copies of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary; (c) The Administrative Agent shall have received copies of resolutions of the Borrower’s Board of Directors authorizing the execution 1663651.11-New York Server 7A - MSW and delivery of the Credit Documents and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (d) The Administrative Agent shall have received for each Lender that requests a NoteBank the favorable written opinions of Xxxxxxxx, such Lender’s duly executed Note of Xxxxxxxx & Xxxxxx, P.A., counsel to the Borrower dated and World Finance Corporation of South Carolina, WFC of South Carolina, Inc., World Acceptance Corporation of Alabama, World Acceptance Corporation of Missouri, World Finance Corporation of Illinois and World Finance Corporation of New Mexico and of local counsel to World Finance Corporation of Georgia, World Finance Corporation of Louisiana, World Acceptance Corporation of Oklahoma, Inc., World Finance Corporation of Tennessee, World Finance Corporation of Texas and WFC Limited Partnership, in form and substance satisfactory to the date hereof and otherwise in compliance with the provisions of Section 2.9(a) hereof; Required Banks; (eb) The Administrative Agent shall have received a duly executed counterpart for each Bank (i) certified copies of resolutions of the Board of Directors of the Borrower and of each Restricted Subsidiary authorizing the execution and delivery of this Agreement from and the other Loan Documents to which it is a party, indicating the authorized signers of this Agreement and the other Loan Documents and all other documents relating thereto, the persons authorized to request Borrowings hereunder and to select the interest rate options with respect thereto and the specimen signatures of such signers, and (ii) one original certificate of good standing (with copies for each Bank) certified by the appropriate governmental officer in the jurisdiction of the Lenders Borrower's and each Restricted Subsidiaries' incorporation and each state in which it is authorized to do business as a foreign corporation; (c) The Agent shall have received for the Banks this Agreement, the Notes, the Subsidiary Guaranty Agreement and the Borrower; Collateral Documents, together with any financing statements requested by the Agent in connection therewith; (d) The Agent shall have received for the Banks copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents; and (f) The Administrative Agent shall have received for the account of the Banks a duly executed Compliance Certificate containing financial information borrowing base certificate in the form attached hereto as Exhibit C showing the computation of the Available Borrowing Base as of December the close of business on May 31, 2010; (g) Except as set forth on Schedule 6.1, neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31, 2010 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor or the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrower, the Administrative Agent and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its terms; and (k) The Administrative Agent shall have received such other documents and information as it may reasonably request. By executing this Agreement, the Administrative Agent and each of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSW1997.

Initial Borrowing. Before On or concurrently with prior to the date of the initial Borrowing------------------ Borrowing hereunder: (a) The Administrative Agent shall have received received, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxx & Xxxxxxx LLPXxxxxxxx, counsel General Counsel of Parent, substantially in the form of Exhibit E, (A) dated the Effective Date, (B) addressed to Borrower;the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request. (b) The All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders and to Cravath, Swaine & Xxxxx, counsel for the Administrative Agent shall have received copies of the Borrower’s (i) Articles of Incorporation, together with all amendments and (ii) bylaws (or comparable constituent documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary;Agent. (c) The Administrative Agent shall have received copies (i) a copy of the certificate or articles of incorporation, including all amendments thereto, of each of Parent and the Company, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each of Parent and the Company as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each of Parent and the Company dated the Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of each of Parent and the Company 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 of duly adopted by the Borrower’s Board of Directors of each of Parent and the Company authorizing the execution 1663651.11-New York Server 7A - MSW execution, delivery and delivery performance of the Credit Documents Loan Documents, the borrowings hereunder and, in the case of Parent, the Acquisition, 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 of each of Parent and the consummation Company have not been amended since the date of the transactions contemplated thereby together with last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signatures signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of each of Parent and the Company; (iii) a certificate of another officer as to the incumbency and specimen signature of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary;Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or Cravath, Swaine & Xxxxx, counsel for the Administrative Agent, may reasonably request. (d) The Administrative Agent shall have received for each Lender that requests a Notecertificate, such Lender’s duly executed Note of the Borrower dated the date hereof Effective Date and otherwise in signed by a Financial Officer of Parent, confirming compliance with the provisions conditions precedent set forth in paragraphs (b) and (c) of Section 2.9(a) hereof;4.01. (e) The Administrative Agent shall have received a duly executed counterpart all Fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of this Agreement from each of the Lenders and the Borrower;all out-of-pocket expenses required to be reimbursed or paid by either Borrower hereunder or under any other Loan Document. (f) The Administrative Pledge Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and all capital stock owned by Parent of the Restricted Subsidiaries (including, without limitation, Westfield) shall have been duly and validly pledged thereunder to the Collateral Agent for the ratable benefit of the Secured Parties and certificates representing such shares, accompanied by instruments of transfer or stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent. (g) The Acquisition shall have been (or, simultaneously with the funding of the initial Loans on the Effective Date, shall be) duly completed in accordance with applicable law and the Purchase Agreement (without giving effect to any material amendment thereto or waiver thereunder that has not been approved by the Required Lenders). (h) The Existing Credit Agreement and all lending commitments thereunder shall have been (or, simultaneously with the funding of the initial Loans on the Effective Date, shall be) terminated, all loans and other amounts outstanding thereunder shall have been (or, simultaneously with the funding of the initial Loans on the Effective Date, shall be) paid in full and all Liens securing obligations thereunder shall have been (or, simultaneously with the funding of the initial Loans on the Effective Date, shall be) released. (i) After giving effect to the Acquisition and the other transactions contemplated hereby, Parent and its Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (i) the Loans hereunder and (ii) preferred stock issued under the Rights Agreement dated as of November 18, 1996, between Parent and Chasemellon Shareholder Services, LLC. (j) All Governmental Authorities and other third parties shall have approved or consented to the Acquisition and the Transactions, to the extent required, all applicable appeal periods shall have expired and there shall be no governmental or judicial action, actual or threatened, that has a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the Acquisition or the Transactions. (k) The Lenders shall have received a duly executed Compliance Certificate containing financial information an unaudited pro forma consolidated balance sheet of Parent as of December 31, 2010; (g) Except as set forth on Schedule 6.11997, neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31, 2010 prepared giving effect to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor or the Borrower shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as of April 23, 2010, among the Borrower, the Administrative Agent Acquisition and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance Transactions as if they had occurred on such date, which shall not be materially inconsistent with its terms; and (k) The Administrative Agent shall have received such other documents and information as it may reasonably request. By executing this Agreementforecasts dated April, 1998, previously provided to the Administrative Agent and each of the Lenders agrees that each condition set forth in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSWLenders.

Initial Borrowing. Before or concurrently with Prior to the making of the initial BorrowingBorrowing hereunder: (a) The Administrative Agent shall have received (i) corporate, enforceability, no conflicts, attachment and perfection opinions and (ii) a compliance opinion, in form and substance satisfactory to the favorable written opinion of Xxxxxx & Xxxxxxx LLP, counsel to BorrowerAdministrative Agent; (b) The Administrative Agent shall have received for each Lender (i) copies of the Borrower’s (i) Articles and each Subsidiary’s articles of Incorporation, together with all amendments incorporation and (ii) bylaws (or comparable constituent organizational documents) and any amendments thereto, certified in each instance by its Secretary or an Assistant Secretary, (ii) certified copies of resolutions of the Board of Directors of the Borrower and of each Restricted Subsidiary authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party, indicating the authorized signers of this Agreement and the other Loan Documents and all other documents relating thereto, the persons authorized to request Borrowings hereunder and to select the interest rate options with respect thereto and the specimen signatures of such signers, and (iii) one original certificate of good standing (with copies for each Lender) certified by the appropriate governmental officer in the jurisdiction of the Borrower’s and each Restricted Subsidiaries’ incorporation and each state in which it is authorized to do business as a foreign corporation; (c) The Administrative Agent shall have received copies of resolutions of for the Borrower’s Board of Directors authorizing Lenders this Agreement, the execution 1663651.11-New York Server 7A - MSW and delivery of Notes (if requested), the Credit Documents Company Security Agreement, the Subsidiary Security Agreement, and the consummation of the transactions contemplated thereby together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant SecretarySubsidiary Guaranty Agreement; (d) The the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the Borrower and each Lender that requests a NoteRestricted Subsidiary (other than the Insurance Subsidiary), such Lender’s duly executed Note and each of the Borrower dated Lenders shall have received, sufficiently in advance of the date hereof Effective Date all other documentation and otherwise in compliance with information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the provisions United States Patriot Act (Title III of Section 2.9(a) hereofPub. L. 107-56 (signed into law October 26, 2001)); (e) The Administrative Agent shall have received a duly executed counterpart of this Agreement from each financing statement lien search results against the Property of the Lenders Borrower and each Restricted Subsidiary (other than the BorrowerInsurance Subsidiary) evidencing the absence of Liens on its Property except as permitted by Section 8.11 hereof; (f) The Administrative Agent shall have received a duly executed Compliance Certificate containing financial information as of December 31, 2010; (g) Except as set forth on Schedule 6.1, neither the Borrower nor any of its Subsidiaries shall have, during the period from December 31, 2010 to the Closing Date, issued, incurred, assumed, created, become liable for, contingently or otherwise, any material Indebtedness other than the issuance of commercial paper consistent with past practices; (h) The Borrower shall have paid to the Administrative Agent for the benefit Lenders copies (executed or certified, as may be appropriate) of each Lender the applicable fees for providing its Commitment under this Agreement; (i) The Borrower shall have delivered the SEC Disclosure Documents which Nicor all legal documents or the Borrower shall have filed proceedings taken in connection with the Securities execution and Exchange Commission (or any governmental agency substituted therefore) or any national securities exchange on or after January 1, 2011; (j) The 364 Day Credit Agreement, dated as delivery of April 23, 2010, among the Borrower, the Administrative Agent this Agreement and the other financial institutions party thereto has terminated (upon maturity or otherwise) in accordance with its termsLoan Documents; and (kg) The Administrative Agent shall have received such other documents and information as it may reasonably request. By executing this Agreement, for the Administrative Agent and each account of the Lenders agrees that each condition set forth a borrowing base certificate substantially in this Section 6.1 has been satisfied. 1663651.11-New York Server 7A - MSWthe form attached hereto as Exhibit A showing the computation of the Borrowing Base as of the close of business on May 31, 2019.