Common use of Initial Credit Extension Clause in Contracts

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent sufficient copies for the Lenders of: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its bylaws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by an Authorized Officer, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.12 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless the unless: 4.1.1. The Borrower has furnished to the Administrative Agent the following, with sufficient copies for the Lenders ofLenders: (i) Copies of the certificate or articles of incorporation, certificate or articles of organization, certificate of incorporation partnership or comparable charter documents of the BorrowerBorrower and each Material Subsidiary, together with all amendments, and a certificate of existence, good standingstanding and foreign qualification for the Borrower and each Material Subsidiary, each certified by the appropriate governmental officer in its the Borrower’s and each such Material Subsidiary’s applicable jurisdiction of incorporationincorporation or organization and, with respect to foreign qualification certificates, in such jurisdictions as the Administrative Agent has requested. (ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each Material Subsidiary, as applicable, of its bylaws by-laws, regulations or comparable charter documents, and all amendments thereto, and of its Board of Directors’ (or comparable authority) resolutions (or comparable authorizations) and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower and/or such Material Subsidiaries are a party and the consummation of the Mergers and the other Closing Transactions. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each Material Subsidiary, as applicable, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and such Material Subsidiaries authorized to sign the Loan DocumentsDocuments to which the Borrower and/or such Material Subsidiaries are a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by an Authorized Officerthe chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s counsel, addressed counsel to the Administrative Agent, the Lenders, Borrower and the LC Issuers, dated as of the Closing Date, in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.12 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit DGuarantors, addressed to the Administrative Agent and signed by an Authorized Officerthe Lenders in substantially the form of Exhibit D. (vi) A Note payable to the order of each Lender. (vii) If the initial Credit Extension will be the issuance of a Facility LC, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requesteda properly completed Facility LC Application. (viii) The Guaranty and the Collateral Documents to be delivered on the Closing Date pursuant to Article IX. (ix) The insurance certificate described in Section 5.19. (x) Initial Engineering Report. (xi) A copy of each Closing Document requested by the Administrative Agent, duly executed and delivered by each party thereto, together with a certificate from an Authorized Officer of Borrower certifying that such copies are accurate and complete and represent the complete understanding and agreement of the parties with respect to the subject matter thereof. (xii) Such other documents as any Lender or its counsel may have reasonably requested. 4.1.2. The following additional conditions shall have been satisfied: (i) The Closing Transactions, including, without limitation, the completion and consummation of the Mergers, shall have been consummated on the terms set forth in the Closing Documents. (ii) All fees and expenses owing by Borrower or its Subsidiaries to Administrative Agent shall have been paid, including attorneys fees. All documents executed or submitted pursuant to this Section 4.1 by and on behalf of Borrower or any of its Subsidiaries shall be in form and substance satisfactory to Administrative Agent and its counsel. The obligations of the Lenders to make Loans and of the LC Issuer to issue a Facility LC hereunder shall not become effective unless each of the foregoing conditions is satisfied at or prior to 2:00 p.m., Chicago, Illinois time, on June 13, 2005. Upon satisfaction of each of the conditions set forth in this Section 4.1, including, without limitation, the completion and consummation of the Mergers, Borrower and Administrative Agent shall execute and deliver the Certificate of Effectiveness. Upon the execution and delivery of the Certificate of Effectiveness, the Existing Cimarex Credit Agreement shall automatically and completely be amended and restated on the terms set forth herein without necessity of any other action on the part of any Lender, Administrative Agent or Borrower. Until the execution and delivery of the Certificate of Effectiveness, the Existing Cimarex Credit Agreement shall remain in full force and effect in accordance with its terms. Each Lender hereby authorizes Administrative Agent to execute the Certificate of Effectiveness on its behalf and acknowledges and agrees that the execution of the Certificate of Effectiveness by Administrative Agent shall be binding on each such Lender.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless the Borrower has made payment to the Administrative Agent for the account of the Lenders in immediately available funds the upfront fees payable under Section 2.4 and the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders ofLenders: (i) Copies of the restated articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the Patriot Act. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its bylaws by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan DocumentsDocuments to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by an Authorized Officerthe chief financial officer of the Borrower, stating that on the initial Credit Extension Date date of this Agreement (a) the representations and warranties contained in Article V are true and correct in all material respects and (b) no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form of Exhibit A. (vi) Any Notes Note requested by a Lender pursuant to Section 2.12 2.10 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed Evidence satisfactory 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 requestedof any required governmental approvals or consents regarding this Agreement. (viii) Evidence that the Credit Agreement dated July 30, 2010 among the Borrower, various financial institutions and JPMCB, as administrative agent, has been terminated and all amounts payable thereunder (other than contingent indemnity obligations) have been paid in full. (ix) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders obligation of each Lender to make Loans in connection with the initial Credit Extension hereunder, and the obligation of the LC Issuers to issue Facility LCs hereunder on the Closing Date, is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent shall not be required to make an initial Credit Extension hereunder unless have received each of the Borrower has furnished following, each in form and substance satisfactory to the Administrative Agent sufficient copies for and each of the Lenders ofLenders: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its bylaws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by an Authorized Officer, stating that on the initial Credit Extension Closing Date (A) no Default or Unmatured Default has occurred and is continuingcontinuing and (B) the representations and warranties of the Borrower contained in Article 5 shall be true and correct on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (v) A written opinion of the Borrower’s counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.12 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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.of (viii) Such other documents as any Lender or its counsel may have reasonably requested. (b) The Borrower shall have paid (i) to any lender party to the Existing Credit Agreement but not a Lender under this Agreement, all obligations owing to such lender under the Existing Credit Agreement, (ii) to the Joint Lead Arrangers, the fees required under the Fee Letters to be paid to them on the Closing Date, in the amounts due and payable on the Closing Date as required by the terms thereof, (iii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Administrative Fee Letter, and (iv) all other fees and reasonable expenses of the Joint Lead Arrangers, the Administrative Agent and the Lenders required hereunder or under any other Loan Document to be paid on or prior to the Closing Date (including reasonable fees and expenses of counsel) in connection with this Agreement and the other Loan Documents. (c) Since December 31, 2010, both immediately before and after giving effect to the consummation of this Agreement, there shall not have occurred a (i) Material Adverse Effect or

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless the Borrower has made payment to the Administrative Agent for the account of the Lenders in immediately available funds the upfront fees payable under Section 2.4 and the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders ofLenders: (i) Copies of the restated articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the USA Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA Patriot Act. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its bylaws by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan DocumentsDocuments to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by an Authorized Officerthe chief financial officer of the Borrower, stating that on the date of the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form of Exhibit A. (vi) Any Notes Note requested by a Lender pursuant to Section 2.12 2.10 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) If the initial Credit Extension will be the issuance of a Letter of Credit, a properly completed Letter of Credit Application. (ix) Evidence satisfactory to the Administrative Agent of any required governmental approvals or consents regarding this Agreement. (x) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless the Borrower has made payment to the Administrative Agent for the account of the Lenders in immediately available funds the upfront fees payable under the Fee Letter and the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders ofLenders: (i) Copies of the restated articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the Patriot Act. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its bylaws by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan DocumentsDocuments to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by an Authorized Officerthe chief financial officer of the Borrower, stating that on the initial Credit Extension Date date of this Agreement (a) the representations and warranties contained in Article V are true and correct in all material respects, (b) no Default or Unmatured Default has occurred and is continuing, and (c) the Borrower and its Subsidiaries, taken as a whole, are Solvent. (v) A written opinion of the Borrower’s counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form of Exhibit A. (vi) Any Notes Note requested by a Lender pursuant to Section 2.12 2.10 payable to the order of each such requesting Lender. (a) At least five days prior to the Restatement Effective Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least 10 days prior to the Restatement Effective Date and (b) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Restatement Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Restatement Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed shall be deemed to be satisfied). (viii) Evidence satisfactory 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 requestedof any required governmental approvals or consents regarding this Agreement. (viiiix) All fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all any reasonable costs, internal charges and out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (x) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent sufficient copies for the Lenders of: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its bylaws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by an Authorized Officer, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s 's counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.12 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuers Issuer shall not be required to make an the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent (with sufficient copies for the Lenders of:Lenders, in the case of all documents): (i) Copies of the articles or certificate of incorporation of the BorrowerBorrower and Guarantor, together with all amendments, and a certificate of good standingexistence, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and Guarantor, of its bylaws by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and Guarantor authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or Guarantor. (iv) A certificate, signed by an Authorized Officerthe chief financial officer or treasurer of Borrower, stating that on the initial Credit Extension Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s and Guarantor’s counsel, addressed to the Administrative Agent, the Lenders, Lenders and the LC Issuers, dated as of the Closing Date, Issuer in substantially the form of Exhibit A.approved by the Administrative Agent. (vi) Any Revolving Credit Notes requested by a Lender pursuant to Section 2.12 payable to the order of each such requesting Lenderof the Lenders and the Credit Note payable to the order of LaSalle. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) The insurance certificate described in Section 5.18. (ix) The fees due and payable in accordance with the Fee Letters. (x) Evidence that the Existing Credit Agreement has been terminated, and that all amounts outstanding thereunder have been paid in full. (xi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders ofLenders: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendmentsamendments thereto, and a certificate of good standingstanding of the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA PATRIOT ACT; and such comparable documents as Agent may require with respect to the Guarantors. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its bylaws by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower is a party and copies, certified by the Secretary, Assistant Secretary or comparable officer of each Guarantor of the Board of Directors’ resolutions and of resolutions or actions of any other party authorizing the execution of the Guaranty. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers Responsible Officials and any other officers of the Borrower authorized to sign the Loan DocumentsDocuments to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; and such comparable certificates as Agent may require with respect to the Guarantors. (iv) A certificate, signed by an Authorized Officerthe chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion Written opinions of the Borrower’s and Guarantor’s counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form forms of Exhibit A.Exhibits G-1 and G-2. (vi) Any The Swing Line Note and any Notes requested by a Lender pursuant to Section 2.12 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed Evidence satisfactory to the Administrative Agent that all Indebtedness (other than the Existing LCs) under the Existing Credit Agreement shall have been simultaneously paid in full and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may Existing Credit Agreement shall have reasonably requestedbeen terminated. (viii) Such other documents as any Lender the Agent or its counsel may have reasonably requested.

Initial Credit Extension. The Neither the Lenders and nor the LC Issuers Issuer shall not be required to make an the initial Credit Extension hereunder unless (a) the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders ofLenders: (i) Copies of the articles or certificate of incorporation of the BorrowerBorrower and of each Guarantor, together with all amendments, and a certificate of good standingstanding of each such entity, each both certified as of a date reasonably close to the Closing Date by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified as of the Closing Date by the Secretary or Assistant Secretary of the BorrowerBorrower and of each Guarantor, of its bylaws by-laws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution and delivery of the Loan DocumentsDocuments to which it is a party and the performance by each such entity of its obligations thereunder. (iii) An incumbency certificatecertificate dated as of the Closing Date, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and of each Guarantor, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of the Borrower such entity authorized to sign the Loan DocumentsDocuments to which it is a party and, in the case of the Borrower, to request Credit Extensions hereunder, upon which certificate the Administrative Agent Lenders, the Issuer and the Lenders Agent shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed Counterparts of this Agreement executed by an Authorized Officer, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s counsel, addressed to the Administrative Agent, the LendersIssuer and the Borrower, and the LC Issuers, dated as of the Closing Date, in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender telecopy or telephone confirmation pursuant to Section 2.12 payable to Article XIII that this Agreement has been executed by the order of each such requesting LenderLenders. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless the Borrower has made payment to the Administrative Agent for the account of the Lenders in immediately available funds the upfront fees payable under the Fee Letter and the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders ofLenders: (i) Copies of the restated articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the Patriot Act. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its bylaws by‑laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan DocumentsDocuments to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by an Authorized Officerthe chief financial officer of the Borrower, stating that on the initial Credit Extension Date date of this Agreement (a) the representations and warranties contained in Article V are true and correct in all material respects, (b) no Default or Unmatured Default has occurred and is continuing, and (c) the Borrower and its Subsidiaries, taken as a whole, are Solvent. (v) A written opinion of the Borrower’s counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form of Exhibit A. (vi) Any Notes Note requested by a Lender pursuant to Section 2.12 2.10 payable to the order of each such requesting Lender. (a) At least five days prior to the Restatement Effective Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least 10 days prior to the Restatement Effective Date and (b) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Restatement Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Restatement Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed shall be deemed to be satisfied). (viii) Evidence satisfactory 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 requestedof any required governmental approvals or consents regarding this Agreement. (viiiix) All fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all any reasonable costs, internal charges and out‑of‑pocket expenses required to be reimbursed or paid by the Borrower hereunder. (x) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to ------------------------ make an the initial Credit Extension hereunder unless such initial Credit Extension occurs prior to , 2000 and the Borrower has furnished to the Administrative Agent with ----------- sufficient copies for the Lenders ofLenders: (i1) Copies of the limited liability company agreement of the Borrower and the articles or certificate of incorporation of the Borrower, Guarantor together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii2) Copies, certified by the Secretary or Assistant Secretary of the Borrower, Borrower and the Guarantor of its bylaws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower or the Guarantor is a party. (iii3) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower or the Guarantor authorized to sign the Loan DocumentsDocuments to which the Borrower or the Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or the Guarantor. (iv4) A certificate, signed by an Authorized Officerthe chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, in substantially the form of Exhibit A. (vi6) Any Notes Note requested by a Lender pursuant to Section 2.12 2.10 payable to the order of each such requesting Lender. (vii7) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii8) This Agreement and the Guaranty. (9) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (10) Copies of all filings made with, or orders issued by, FERC and all governmental authorities in connection with the formation and financing of the Borrower. (11) A pro forma balance sheet as of January 1, 2001 (including a projected consolidated balance sheet and funds flow statement and a projected consolidated and consolidating income statement) and two year business plan for the Borrower. (12) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders ofLenders: (i) Copies of the articles or certificate of incorporation of the BorrowerBorrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, of its bylaws their by-laws and of its their Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which Borrower and each Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and such Guarantor authorized to sign the Loan DocumentsDocuments to which Borrower and each Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or a Guarantor. (iv) A certificate, signed by an Authorized Officerthe chief financial officer of Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s and Guarantors’ counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.12 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) The Collateral Documents, fully executed by all parties thereto. (ix) The insurance certificate described in Section 5.21. (x) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required Lenders' obligation to make an the initial Credit Extension hereunder unless the Borrower has furnished is subject to the Administrative Agent sufficient copies for having received on or before the Lenders of: (i) Copies date of such initial Credit Extension all of the articles following documents, each in form and substance satisfactory to the Administrative Agent and in such number of counterparts as may be reasonably requested by the Administrative Agent and determined that all of the following conditions precedent have otherwise been satisfied: The following Loan Documents duly executed by the Persons indicated below: this Agreement executed by each Borrower and each member of the Bank Group, and the Guaranties executed by each Guarantor in the form of Exhibit F-1, or in the case of the Parent's Guaranty, Exhibit F-2. A certificate of incorporation the secretary or an assistant secretary of the BorrowerParent certifying, together with all amendmentsinter alia, (1) to the extent required under the jurisdiction of its formation, true and a certificate correct copies of good standing, each certified resolutions adopted by the board of directors or other appropriate governmental officer in its jurisdiction body of incorporation. the Parent (iiA) Copiesauthorizing the execution, certified delivery and performance by the Secretary or Assistant Secretary of the Borrower, of its bylaws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution Parent of the Loan Documents. (iii) An incumbency certificate, executed by Documents to which it is or will be a party and the Secretary or Assistant Secretary consummation of the Borrowertransactions contemplated thereby, which shall identify (B) authorizing Officers of the Parent to negotiate the Loan Documents on behalf of the Parent and (C) authorizing Officers of the Parent to execute and deliver the Loan Documents and any related documents, including, without limitation, any agreement or security document contemplated by name this Agreement, (2) the articles of incorporation and title bylaws (or other similar charter documents) of the Parent as in effect on and bear as of the Effective Date and (3) the incumbency and, if such Officer is an individual, specimen signatures of the Authorized Officers and any other officers of the Borrower authorized Parent executing any Loan Documents to sign the Loan Documentswhich it is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent. Extracts from the Dutch Commercial Register or other certificates of appropriate public officials as to the existence of the Parent in its jurisdiction of organization. A certificate of the secretary or an assistant secretary of the General Partner certifying, inter alia, true and correct copies of (1) resolutions executed by the partners of the US Borrower (A) authorizing the execution, delivery and performance by the US Borrower of the Loan Documents to which it is a party and the Credit Extensions to be made thereunder and the consummation of the transactions contemplated thereby, (B) authorizing the General Partner to negotiate the Loan Documents on behalf of the US Borrower. , and (ivC) authorizing the General Partner to execute and deliver on behalf of the US Borrower the Loan Documents and any related documents, including, without limitation, any agreement or security document contemplated by this Agreement and (2) the limited partnership agreement of the US Borrower and all amendments thereto. A certificate of the secretary or an assistant secretary of the General Partner certifying true and correct copies of the articles of incorporation and bylaws (or other similar charter documents) of the General Partner which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the US Borrower. [Reserved]. A certificate of the secretary or an assistant secretary of each Guarantor or the general partner of such Guarantor certifying, inter alia, (1) unless otherwise provided pursuant to Section 6.14, to the extent required under the jurisdiction of its formation, true and correct copies of resolutions adopted by the board of directors or other appropriate body of such Person or such Person's general partner on behalf of such Person (A) authorizing the execution, delivery and performance by such Person or such Person's general partner on behalf of such Person of the Loan Documents to which it is or will be a party and the consummation of the transactions contemplated thereby, and (B) authorizing Officers of such Person or such Person's general partner on behalf of such Person to execute and deliver the Loan Documents to which it is or will be a party and any related documents, including, without limitation, any agreement contemplated by this Agreement, (2) the articles of incorporation and bylaws (or other similar charter documents) of such Person or general partner of such Person as in effect on and as of the Effective Date and (3) the incumbency and, if such Officer is an individual, the specimen signatures of the Officers of such Person or such Person's general partner on behalf of such Person executing any Loan Documents to which it is a party. A certificate, signed by an Authorized Officerthe chief financial officer or Treasurer of each Borrower, stating that on the initial Credit Extension Date the conditions specified in Section 4.2 have been satisfied and that no Default or Unmatured Default has occurred and is continuing. (v) A . Favorable written opinion of the Borrower’s counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, in legal opinions substantially the form of Exhibit A. (vi) ▇-▇, ▇-▇, ▇-▇, and A-4. Any Notes Note requested by a Lender pursuant to Section 2.12 2.15 payable to the order of each such requesting Lender. (vii) Written money transfer instructions. If the initial Credit Extension will be, or includes, the issuance of a Facility LC, a properly completed Facility LC Application. The Administrative Agent shall have determined that prior to the Execution Date, and the chief financial officer or Treasurer of the Parent shall have executed and delivered a certificate certifying that, as of the Effective Date, there has been no material adverse change in substantially the form Parent's financial condition and operations as reflected in the Parent's consolidated financial statements as of Exhibit DDecember 31, addressed 2004 as previously delivered to the Administrative Agent. Payment to the Administrative Agent and signed by an Authorized Officer, together with the Lenders of the fees due to them as of such date under the Loan Documents. Subordination Agreements reasonably satisfactory to the Administrative Agent subordinating all intercompany indebtedness among the Credit Parties to the Obligations in the form of Exhibit G. Contribution and Indemnity Agreements among the Guarantors apportioning the rights and obligations of each Guarantor in the form of Exhibit H. Such other related money transfer authorizations documents as the Administrative Agent may have reasonably requested. (viii) Such other documents as any Lender or its counsel may have reasonably requested. Each Credit Extension. The Lenders shall not (except as otherwise set forth in Section 2.5.4 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the applicable Credit Extension Date: There exists no Default or Unmatured Default. The representations and warranties contained in Article V are true and correct as of such Credit Extension Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. Each Borrowing Notice, or Swing Line Borrowing Notice or request for issuance of a Facility LC, as the case may be, with respect to each such Credit Extension shall constitute a representation and warranty by the Borrowers that the conditions contained in Sections 4.2(i) and (ii) have been satisfied.

Initial Credit Extension. The Lenders and the LC Issuers shall will not be required to make an the initial Credit Extension hereunder unless the Borrower unless: 4.1.1. Unit has furnished to the Administrative Agent at its main banking offices in Tulsa, Oklahoma, each of the following, duly executed by the applicable Credit Parties and delivered in form, substance and date satisfactory to the Administrative Agent, with sufficient copies for all of the Lenders ofLenders: (i) Copies of the articles certificate of incorporation or certificate of incorporation organization or formation, as applicable, of each of the BorrowerCredit Parties, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its their respective jurisdiction of incorporationorganization. (ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerCredit Parties, of its bylaws their respective by-laws or operating agreement or regulations, as applicable, and of its their respective Board of Directors’ ' or members/managers' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which each Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerCredit Parties, which shall will identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan DocumentsDocuments to which such Borrower is a party, upon which certificate with the Administrative Agent and the Lenders shall be being entitled to rely on such certificate until informed of any change in writing by the such Borrower. (iv) A certificate, signed by an Authorized Officerthe chief financial officer of Unit (on behalf of all of the Credit Parties), stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing, that all representations and warranties in the Loan Documents are true and correct and that no Material Adverse Effect has occurred. (v) A favorable written closing opinion of the Borrower’s counsel, addressed outside counsel to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.12 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit DBorrowers, addressed to the Administrative Agent and signed the Lenders in form, scope and substance satisfactory to the Administrative Agent. (vi) This Agreement and a Note payable to the order of each Lender and, the Subsidiary Guaranty by an Authorized Officerany Material Subsidiary substantially in the form of Exhibit E of this Agreement. (vii) Arrangements satisfactory to the Administrative Agent, together with such other related money transfer authorizations as the LC Issuer and any applicable beneficiary concerning payment in full of any Indebtedness owing under the Existing Credit Agreement to the Existing Lenders, including all interest thereon and that any unexpired letters of credit issued thereunder have been terminated or otherwise collateralized to the satisfaction of the Administrative Agent may have reasonably requestedand the LC Issuer under the Existing Credit Agreement, including evidence satisfactory to Unit and the Administrative Agent of the cancellation of the Commitments issued under the Existing Credit Agreement, termination of the credit facilities established under the Existing Credit Agreement. (viii) Such other documents documents, certificates, instruments and information as any Lender or its counsel may have reasonably requestedrequested and satisfactory review by the Lenders of all environmental, litigation, insurance and other matters deemed appropriate by the Administrative Agent, including without limitation, data sufficient for analysis and projection of the Superior Cash Flow and/or the Oil and Gas Properties portion of the Borrowing Base Property (division orders, production payment checks or other evidence of payment by the purchaser of production) as reasonably deemed necessary by the Administrative Agent or the Required Lenders. (ix) All facility fees owed to the Lenders and all fees and expenses owing by Borrowers to Administrative Agent will have been paid, including the reasonable attorneys fees and expenses of legal counsel for the Administrative Agent that have been billed and submitted to the Agent as of the Closing Date (such amount payable by Borrowers being subject to the term sheet).

Initial Credit Extension. The Lenders and the LC Issuers Banks shall not be required to make an ------------------------ the initial Credit Extension hereunder unless the Borrower Company has furnished to the Administrative Agent Agent, with sufficient copies for the Lenders ofBanks: (ia) Copies of the articles or certificate of incorporation (or similar constitutive documents) of the BorrowerCompany and each Guarantor (collectively, the "Loan Parties"), together with all amendments, and a certificate of good standing, each both certified by the appropriate governmental officer in its jurisdiction of incorporationorganization. (iib) Copies, certified by the Secretary or Assistant Secretary of the Borrowereach Loan Party, of its bylaws By-Laws (or similar constitutive documents) and of its Board of Directors’ ' resolutions (and resolutions of resolutions or actions of other bodies, if any other body are deemed necessary by counsel for any Bank) authorizing the execution of the Loan DocumentsDocuments to which it is a party. (iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrowereach Loan Party, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of the Borrower such Loan Party authorized to sign the Loan DocumentsDocuments to which it is a party and to make borrowings hereunder, upon which certificate the Administrative Agent and the Lenders Banks shall be entitled to rely until informed of any change in writing by the BorrowerCompany. (ivd) A certificate, signed by an Authorized OfficerOfficer of the Company, stating that on as of the date of the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (ve) A written opinion of the Borrower’s Loan Parties' counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, Banks in substantially the form of Exhibit A.B hereto. (vif) Any Notes requested by a Lender pursuant to Section 2.12 payable to the order of each such requesting Lenderof the Banks. (viig) Written money transfer instructions, in substantially the form of Exhibit D, addressed Evidence satisfactory to the Administrative Agent Banks that the Existing Credit Agreement shall have been, or shall simultaneously with any initial Credit Extension hereunder be, terminated and signed by an Authorized Officerall indebtedness and obligations thereunder shall have been, together or shall simultaneously with such other related money transfer authorizations as the Administrative Agent may have reasonably requestedany initial Credit Extension hereunder be, paid in full. (viiih) Such other documents as any Lender Bank or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders ofLenders: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, Copies certified by the Secretary or Assistant Secretary of the Borrower, of its bylaws by-laws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan DocumentsDocuments to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) Copies of the articles or certificate of incorporation of GPU, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (v) Copies, certified by the Secretary or Assistant Secretary of GPU, of its by-laws authorizing the execution of the Loan Documents to which GPU is a party. (vi) An incumbency certificate, certificate, executed by the Secretary or Assistant Secretary of GPU, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of GPU authorized to sign the Loan Documents to which GPU is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by GPU. (vii) A certificate, signed by an Authorized Officerthe chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (vviii) A written opinion of the Borrower’s 's counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.12 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders obligation of each Lender to make Loans in connection with the initial Credit Extension hereunder, and the obligation of the LC Issuers to issue Facility LCs hereunder on the Closing Date, is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent shall not be required to make an initial Credit Extension hereunder unless have received each of the Borrower has furnished following, each in form and substance satisfactory to the Administrative Agent sufficient copies for and each of the Lenders ofLenders: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its bylaws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by an Authorized Officer, stating that on the initial Credit Extension Closing Date (A) no Default or Unmatured Default has occurred and is continuingcontinuing and (B) the representations and warranties of the Borrower contained in Article 5 shall be true and correct on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (v) A written opinion of the Borrower’s counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.12 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) Such other documents as any Lender or its counsel may have reasonably requested. (b) The Borrower shall have paid (i) to any lender party to the Existing Credit Agreement but not a Lender under this Agreement, all obligations owing to such lender under the Existing Credit Agreement, (ii) to the Joint Lead Arrangers, the fees required under the Fee Letters to be paid to them on the Closing Date, in the amounts due and payable on the Closing Date as required by the terms thereof, (iii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Administrative Fee Letter, and (iv) all other fees and reasonable expenses of the Joint Lead Arrangers, the Administrative Agent and the Lenders required hereunder or under any other Loan Document to be paid on or prior to the Closing Date (including reasonable fees and expenses of counsel) in connection with this Agreement and the other Loan Documents. (c) Since December 31, 2010, both immediately before and after giving effect to the consummation of this Agreement, there shall not have occurred a (i) Material Adverse Effect or (ii) an event, condition or state of facts that could reasonably be expected to have a Material Adverse Effect. (d) The Administrative Agent shall have received from the Borrower all documentation and other information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an ------------------------ the initial Credit Extension hereunder unless the Borrower has Borrowers have furnished the following to the Administrative Agent with sufficient copies for the Lenders ofLenders: (i) This Agreement. (ii) Copies of the articles or certificate of incorporation of the each Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporationincorporation or organization. (iiiii) Copies, Copies certified by the Secretary or Assistant Secretary of the each Borrower, of its bylaws by-laws (or partnership, operating or other management agreement) and of its Board of Directors’ ' (or partners' or members') resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which such Borrower is a party. (iiiiv) An incumbency certificateIncumbency certificates, executed by the Secretary or Assistant Secretary of the each Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the such Borrower authorized to sign the Loan DocumentsDocuments to which such Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the such Borrower. (ivv) A certificate, signed by an Authorized Officerthe chief financial officer of the Borrowers, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (vvi) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (vii) A written opinion of the Borrower’s counselcounsel of Borrowers, addressed to the Administrative Agent, Agent and Lenders and their counsel in substantially the Lendersform of ▇▇▇▇▇▇▇ ▇- ▇, and the LC Issuers, dated as written opinions of the Closing Date, local counsel of Borrowers in the State of Mississippi addressed to the Agent and Lenders and their counsel in substantially the form of Exhibit A.A-2. (viviii) Any Notes requested by a Lender pursuant to Section 2.12 2.14.4 payable to the order of each such requesting Lender. (viiix) The Deeds of Trust, executed by the Borrowers, in a form satisfactory to the Agent, the Lenders and their counsel with respect to the Properties therein described, which are part of the Collateral, and such other agreements, documents and instruments as may be necessary and appropriate, in form and substance satisfactory to the Agent and the Lenders executed and delivered by the Borrowers, as mortgagors or assignors, in favor of the Agent, ratably for the Lenders, in order to create and perfect the Lender Liens in and to all Collateral described therein. (x) [Intentionally Omitted] (xi) The Pledge Agreement, executed by the Company in a form satisfactory to the Agent, the Lenders, and their counsels with respect to the Properties therein described, which are a part of the Collateral, and such other agreements, documents and instruments as may be necessary and appropriate, in a form and substance satisfactory to the Agent and the Lenders executed and delivered by the Company as debtor or assignor, in favor of the Agent, ratably for the Lenders, in order to create and perfect the Lender Liens in and to all the Collateral described therein.) (xii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized OfficerOfficer of the Borrowers, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viiixiii) The Financial Statements described in Section 5.4, together with a closing balance sheet, as of May 31, 2000, reflecting working capital and capitalization consistent with the pro forma balance sheet previously delivered to Agent. (xiv) Title Opinions from counsel with respect to the producing Oil and Gas Properties included in the Collateral and in a form acceptable to the Agent and the Lenders, covering at least ninety percent of the aggregate value of the Borrowers in such Oil and Gas Properties. (xv) The Initial Reserve Report. (xvi) [Intentionally Omitted] (xvii) Documents (a) confirming the payment in full of all Indebtedness under the Existing Agreement, (b) assigning all Liens on any of the Borrowers' Property securing such Indebtedness to the Agent for the benefit of the Lenders, and (c) terminating the Existing Agreement. (xviii) Documents confirming (a) the consummation of the Company's proposed common equity offering and the receipt by the Company of gross proceeds of not less than $5,000,000 as evidenced by the documents and instruments governing the Guardian Indebtedness and confirming that no cash interest or principal payments will be paid thereon , (b) that the outstanding amount of the Amerada ▇▇▇▇ Indebtedness does not exceed $1,500,000, (c) that all proceeds of the Company's common equity offering exceeding $5,000,000 have been applied to reduce the outstanding Veritas Indebtedness, and (d) that the Veritas Indebtedness has been converted to a note maturing in not less than 36 months and requiring no cash interest or principal payments except as permitted herein. (xix) Documents in form and substance satisfactory to Agent subordinating the Amerada ▇▇▇▇ Indebtedness, the Guardian Indebtedness and the Veritas Indebtedness to the Obligations. (xx) Completion of a satisfactory field audit by Agent with respect to Borrowers' accounts receivable and accounts payable. (xxi) A certificate, signed by the President of the Borrowers stating that the representations and warranties contained in Article V hereof shall be true and correct on and as of the date of the making of the initial Credit Extension with the same effect as if made on and as of such date. (xxii) The insurance certificate(s) described in Section 5.19. (xxiii) There shall not have been, in the sole judgment of the Agent, any material adverse change in the financial condition, business, or operations of any Borrower. (xxiv) Payment of all facility and administrative fees required to be paid pursuant to any Loan Document or any commitment agreement heretofore entered into and legal fees and disbursements of Agent's counsel. (xxv) Documents in form and substance satisfactory to Agent establishing the Rate Management Transactions required pursuant to Section 6.25. (xxvi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent (with sufficient copies copies, as requested by the Administrative Agent, for the Lenders ofLenders) the following: (i) Copies of the articles or certificate of incorporation incorporation, certificate of limited partnership or declaration of trust, as applicable, of the BorrowerBorrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its the applicable jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, of its bylaws by-laws or agreement of limited partnership, as applicable, and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower or such Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower or such Guarantor authorized to sign the Loan DocumentsDocuments to which the Borrower or such Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or such Guarantor. (iv) A certificate, signed by an Authorized Officerthe chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s internal counsel and external counsel, addressed to the Administrative Agent, the Lenders, Agent and the LC Issuers, dated as of Lenders in form and substance satisfactory to the Closing Date, in substantially the form of Exhibit A.Administrative Agent and its counsel. (vi) Any Notes requested by a Lender pursuant to Section 2.12 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, Executed originals of this Agreement and of the Subsidiary Guaranty substantially in substantially the form attached hereto as Exhibit C, each of Exhibit Dwhich shall be in full force and effect, addressed together with all schedules and exhibits required to be delivered pursuant hereto and thereto. (viii) Evidence that, concurrently with the initial Credit Extension hereunder, the Trademark Subsidiary Promissory Note is being amended on terms satisfactory to the Administrative Agent to confirm that the obligations of the Borrower hereunder constitute “Senior Debt” under such note (and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requestedand Lenders hereby consent to such amendment). (viiiix) Evidence that concurrently with the initial Credit Extension hereunder, the Prior Agreement is being terminated and all amounts due and payable thereunder paid. (x) Such other documents as any Lender Lender, the LC Issuer or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders This Agreement shall not become effective and the LC Issuers Lenders shall not be required to make an the initial Credit Extension hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent sufficient copies for the Lenders ofAgent: (i) Copies A copy of the articles or certificate of incorporation of the such Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) CopiesA copy, certified by the Secretary or Assistant Secretary of the Borrowersuch ▇▇▇▇▇▇▇▇, of its bylaws by-laws or code of regulations and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrowersuch ▇▇▇▇▇▇▇▇, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the such Borrower authorized to sign the Loan DocumentsDocuments to which such Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrowersuch ▇▇▇▇▇▇▇▇. (iv) A certificate, signed by an Authorized Officerthe Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Credit Extension Closing Date (A) no Default or Unmatured Default has occurred and is continuingcontinuing nor, if applicable, would a Default or Unmatured Default result from any Credit Extension being made on such date and (B) the representations and warranties contained in Article V hereof and in each other Loan Document are true and correct in all material respects except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier date. (v) A written opinion Written opinions of the Borrower’s ▇▇▇▇▇▇▇▇▇’ legal counsel, addressed to the Administrative Agent, the Lenders, Agent and the LC Issuers, dated as of Lenders in form and substance reasonably satisfactory to the Closing Date, in substantially the form of Exhibit A.Administrative Agent. (vi) Any Notes requested by a Lender pursuant to Section 2.12 2.15 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit DC, 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. (viii) Such Executed counterparts of this Agreement by the Company, Administrative Agent and the Lenders. (b) [Reserved]. (c) Payment of the fees and other documents amounts described in the Fee Letters and all other reasonable fees required to be paid, in each case, that are due on or before the date hereof and for which invoices have been presented to the Company at least one Business Day prior to the Closing Date. (d) The Administrative Agent shall have received, (i) at least five days prior to the Closing Date, all documentation and other information regarding each Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and (ii) if the Company qualifies as any a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, a Beneficial Ownership Certification, in relation to the Company. Without limiting the generality of the provisions of the last paragraph of Section 10.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its counsel may have reasonably requestedobjection thereto.

Initial Credit Extension. The Lenders and the LC Issuers shall will not be required to make an the initial Credit Extension hereunder unless the Borrower unless: 4.1.1. Unit has furnished to the Administrative Agent at its main banking offices in Tulsa, Oklahoma, each of the following, duly executed and delivered in form, substance and date satisfactory to the Administrative Agent, with sufficient copies for all of the Lenders ofLenders: (i) Copies of the articles or certificate of incorporation of each of the BorrowerCredit Parties, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its their respective jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerCredit Parties, of its bylaws their respective by-laws and of its their respective Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which each Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerCredit Parties, which shall will identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan DocumentsDocuments to which such Borrower is a party, upon which certificate with the Administrative Agent and the Lenders shall be being entitled to rely on such certificate until informed of any change in writing by the such Borrower. (iv) A certificate, signed by an Authorized Officerthe chief financial officer of Unit (on behalf of all of the Credit Parties), stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing, that all representations and warranties in the Loan Documents are true and correct and that no Material Adverse Effect has occurred. (v) A written closing opinion of the Borrower’s counsel, addressed outside counsel to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.12 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit DBorrowers, addressed to the Administrative Agent and signed the Lenders in form, scope and substance satisfactory to the Administrative Agent. (vi) This Agreement and a Note payable to the order of each Lender and, upon consummation of the merger contemplated by an Authorized Officerthe PetroCorp Agreement, together with such other related money transfer authorizations as the Subsidiary Guaranty by PetroCorp, substantially in the form of Exhibit E of this Agreement. (vii) Arrangements satisfactory to the Administrative Agent, the LC Issuer and any applicable beneficiary concerning replacement or cash collateralization of any existing PetroCorp unexpired letters of credit at the time of the consummation of the acquisition of PetroCorp by Unit, payment in full of any Indebtedness owing under the Existing Credit Agreement to the Existing Lenders, including all interest thereon and that any unexpired letters of credit issued thereunder have been terminated or otherwise collateralized to the satisfaction of the Administrative Agent may have reasonably requestedand the LC Issuer under the Existing Credit Agreement, including evidence satisfactory to Unit and the Administrative Agent of the cancellation of the Commitments issued under the Existing Credit Agreement, termination of the credit facilities established under the Existing Credit Agreement. (viii) The Collateral Documents described in the Security Schedule. (ix) A fully executed copy of the PetroCorp Agreements and evidence satisfactory to the Administrative Agent that the acquisition of PetroCorp has been consummated under the PetroCorp Agreement, including without limitation, that evidence that the existing credit facility of PetroCorp has been extinguished and fully paid and discharged and that any Liens filed against PetroCorp will be promptly discharged and released of record. (x) Such other documents documents, certificates, instruments and information as any Lender or its counsel may have reasonably requestedrequested and satisfactory review by the Lenders of all environmental, litigation, insurance and other matters deemed appropriate by the Administrative Agent, including without limitation, summary title due diligence data concerning the Rigs and/or the oil and gas portion of the Borrowing Base Property (division orders, evidence of payment by the purchaser of production, etc.) as reasonably deemed necessary by the Administrative Agent or the Required Lenders. (xi) All facility fees owed to the Lenders and all fees and expenses owing by Borrowers to Administrative Agent and the Syndication Agent will have been paid, including the reasonable attorneys fees and expenses of legal counsel for the Administrative Agent that have been billed and submitted to the Agent as of the Closing Date.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders ofof each document described below, each in form and substance satisfactory to Agent, and each other condition set forth below has been fulfilled to the satisfaction of Agent: (i) Copies of the articles or certificate of incorporation of the BorrowerBorrower and each Initial Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each Initial Guarantor, of its bylaws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which each is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each Initial Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and each Initial Guarantor authorized to sign the Loan DocumentsDocuments to which each is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or the Initial Guarantor, as applicable. (iv) A certificate, signed by an Authorized Officerthe principal financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (vi) A written opinion of the Borrower’s counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form of Exhibit A.4.1 (vi), subject to such changes as are approved by the Agent. (vivii) Any Notes requested by a Lender pursuant to Section 2.12 2.13 payable to the order of each such requesting Lender. (viiviii) Written money transfer instructions, in substantially the form of Exhibit D4.1 (viii), 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. (viiiix) One or more Guaranty Agreements entered into by, collectively, each of the Initial Guarantors. (x) A Compliance Certificate signed on behalf of Borrower. (xi) Borrower shall have paid or caused to be paid (a) to Agent the amount of the Annual Administrative Agent’s Fee required pursuant to the Fee Letter, (b) to Arranger the Arrangement Fee in the amount required by the Fee Letter, (c) to Agent for the ratable benefit of the Lenders according to the Pro Rata Share of each Lender on the date of Closing, a fee (“Upfront Fee”) in the total amount of $175,000, and (d) to Agent the fee of legal counsel to Agent in the amount as heretofore agreed among Borrower, Agent and such counsel. (xii) A financial plan for the Borrower for each of the three consecutive fiscal years of Borrower ending on December 31, 2005. (xiii) The Agent shall have determined that (i) since October 16, 2002, there is an absence of any material adverse change or disruption in primary or secondary loan syndication markets, financial markets or in capital markets generally (whether resulting from events prior to or after the date of the commitment) that would likely impair syndication of the Loans hereunder and (ii) the Borrower and each Initial Guarantor have fully cooperated with the Agent’s syndication efforts including, without limitation, by providing the Agent with information regarding the Borrower’s and each Initial Guarantor’s operations and prospects and such other information as the Agent deems necessary to successfully syndicate the Loans hereunder. (xiv) Agent shall have determined that all Indebtedness of Borrower under that certain Credit Agreement dated as of March 17, 2000 among Borrower, PNC Bank, National Association as Administrative Agent, Bank One, Indiana, NA as syndication agent and the other Lenders party thereto, as amended (the “Prior Credit Agreement”), shall have been paid in full and the Prior Credit Agreement terminated and, without limitation, Borrower, Agent and PNC shall have made arrangements satisfactory to Agent for each of the Transferred Letters of Credit to become Facility LCs under this Agreement. (xv) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless (a) the Borrower representations and warranties contained in Article V are true and correct in all material respects as of such date and (b) the Company has furnished to the Administrative Agent Agents with sufficient copies for the Lenders ofLenders: (i) Copies of the articles or certificate certificates of incorporation (or similar Constitutive Documents) of the BorrowerCompany and each Guarantor (each a "LOAN PARTY"), together with all amendmentsamendments thereto, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, each Loan Party of its bylaws by-laws (or similar Constitutive Documents) and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which it is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrowereach Loan Party, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower such Loan Party authorized to sign the Loan DocumentsDocuments to which it is a party and, in the case of the Borrowers, to request Revolving Loans hereunder, upon which certificate the Administrative Agent Agents and the Lenders shall be entitled to rely until informed of any change in writing by the Borrowerapplicable Loan Party. (iv) A certificateAn opening compliance certificate in substantially the form of Exhibit B, signed by an Authorized Officerthe chief financial officer or treasurer of the Company, showing the calculations necessary to determine compliance with this Agreement on the initial Credit Extension Date and stating that on the initial Credit Extension Date (a) no Default or Unmatured Default has occurred and is continuing, (b) all of the representations and warranties in Article V shall be true and correct in all material respects as of such date and (c) no material adverse change in the business, financial condition or operations of the Company or any of its Subsidiaries has occurred since November 30, 2001. (v) A written opinion certificate in form and substance satisfactory to the Administrative Agent stating that there exists no injunction or temporary restraining order which would prohibit the making of the Borrower’s counselinitial Credit Extensions or any litigation seeking such an injunction or restraining order. (vi) A certificate of value, solvency and other appropriate factual information in form and substance reasonably satisfactory to the Administrative Agent and Arranger from the chief financial officer of the Company (on behalf of the Company and the Borrowers) in his or her representative capacity supporting the conclusions that as of the initial funding date the Company and its Subsidiaries on a consolidated basis are Solvent and will be Solvent subsequent to incurring the Indebtedness contemplated under the Transaction Documents, will be able to pay its debts and liabilities as they become due and will not be left with unreasonably small working capital for general corporate purposes. (vii) Written opinions of Kenyon W. Murphy, General Counsel of the Borro▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇arantor, and Kilpatrick Stockton LLP, special counsel to th▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇h Guarantor, in form and substance satisfactory to the Agents and addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form of Exhibit A.A-1 and Exhibit A-2 respectively. (viviii) Any Notes requested by a Lender pursuant to Section 2.12 2.14 payable to the order of each such requesting Lender. (viiix) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viiix) Evidence satisfactory to the Agents that the Existing Credit Agreement shall have been or shall simultaneously on the Closing Date be terminated (except for those provisions that expressly survive the termination thereof) and all loans outstanding and other amounts owed to the lenders or agents thereunder shall have been, or shall simultaneously with the initial Advance hereunder or the initial "Advance" under (and as defined in) the 3-Year Credit Agreement be, paid in full. (xi) Evidence satisfactory to the Agents that the 3-Year Credit Agreement shall have been duly executed by all parties thereto. (xii) Such other documents as any Lender or its counsel may have reasonably requested.requested including, without limitation, each document identified on the List of Closing Documents attached hereto as Exhibit F.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent sufficient copies for the Lenders of: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its bylaws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by an Authorized Officer, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.12 0 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless (x) the Borrower has Borrowers have furnished to the Administrative Agent with sufficient copies for the Lenders of:of the documents listed in subsections (i) through (vi) below; (y) the Borrowers have furnished to the Agent the documents listed in subsections (vii) through (xii) below; and (z) the Agent shall have received from the Borrowers, for the ratable benefit of the Lenders, the facility fee agreed to by the Borrower and the Agent pursuant to that certain letter agreement dated June 18, 2002, or as otherwise agreed from time to time. (i) Copies Copies, as applicable, of the articles or certificate of incorporation or organization of the each Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, as applicable, certified by the Secretary or Assistant Secretary of the each Borrower, of its bylaws code of regulations and/or by-laws and of its the Board of Directors’ ' resolutions and or of resolutions or actions of any other body authorizing the execution execution, delivery and performance of the Loan DocumentsDocuments to which any Borrower is a party and required Rate Management Transactions or of its operating or other management agreement and of resolutions of its members and of any other body authorizing the execution, delivery and performance of the Loan Documents to which such Borrower is a party and required Rate Management Transactions. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the each Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the such Borrower authorized to sign the Loan DocumentsDocuments to which such Borrower is a party and documents in connection with required Rate Management Transactions, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the such Borrower. (iv) A certificate, signed by an Authorized Officer, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s Borrowers' counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form of Exhibit A. (viv) Any Notes requested by a Lender pursuant to Section 2.12 2.13 payable to the order of each such requesting Lender. (vi) Mortgage, substantially in the form of Exhibit G, with respect to the parcel or related parcels of real property or interests in such real property owned by MPW Container Management Corp. located in Cleveland, Cuyahoga County, Ohio. (vii) Excluding the real property subject to the mortgage referred to in subsection (vi) above, a listing of each parcel or related parcels of real property or interests in such real property reasonably determined by the Agent to have a value of greater than $1,000,000; and within 90 days after the Effective Date, the Borrowers shall provide to the Agent appraisals, satisfactory to the Agent, prepared by an independent appraiser satisfactory to the Agent of such real property, which appraisals satisfy the requirements of the Financial Institutions Reform, Recovery and Enforcement Act, as amended, and the regulations promulgated thereunder, if applicable, and which shall evidence compliance with the supervisory loan-to-value limits set forth in the Federal Deposit Insurance Corporation Improvement Act of 1991, as amended, and the regulations promulgated thereunder, if applicable, together with evidence of compliance with applicable federal regulations governing loans in areas having special flood hazards. Promptly thereafter, the applicable Borrower shall execute and deliver mortgages/deed of trusts, each substantially in form of Exhibit G, with respect to any such real property having an appraised value in excess of $1,000,000 as determined by such appraisals. (viii) The Security Agreement, the UCC Financing Statements and other Collateral Documents. (ix) The insurance certificate described in Section 5.19. (x) If the initial Credit Extension will include the issuance of a Facility LC, a properly completed Facility LC Application. (xi) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viiixii) Such other documents as any Lender the Agent or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuers Banks shall not be required to make an the initial Credit Extension hereunder unless the Borrower Company has furnished to the Administrative Agent with sufficient copies for the Lenders ofBanks: (ia) Copies of the articles or certificate Restated Articles of incorporation Incorporation of the BorrowerCompany, together with all amendments, certified by the Secretary or an Assistant Secretary of the Company, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (iib) Copies, certified by the Secretary or an Assistant Secretary of the BorrowerCompany, of its bylaws and of its Board of Directors’ ' resolutions (and resolutions of resolutions or actions of other bodies, if any other body are deemed necessary by counsel for any Bank) authorizing the execution of the Loan Credit Documents. (iiic) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the BorrowerCompany, which shall identify by name and title and bear the signatures original or facsimile signature of the Authorized Officers and any other officers of the Borrower Company authorized to sign the Loan DocumentsCredit Documents and the officers or other employees authorized to make borrowings hereunder, upon which certificate the Administrative Agent and the Lenders Banks shall be entitled to rely until informed of any change in writing by the BorrowerCompany. (ivd) A certificate, signed by an Authorized Officera Designated Officer of the Company, stating that on the initial Credit Extension Date date hereof no Default or Unmatured Event of Default has occurred and is continuing. (ve) A written opinion Evidence satisfactory to the Agent of the Borrower’s counselissuance of the Bonds in the form set forth in the Supplemental Indenture and in an aggregate principal amount of $250,000,000 pursuant to the Bond Delivery Agreement. (f) Favorable opinions of: (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq., Deputy General Counsel of the Company, as to the matters set forth in Exhibit B-1 and as to such other matters as the Agent may reasonably request; and (ii) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Company, as to the matters set forth in Exhibit B-2 and as to such other matters as the Agent may reasonably request. Such opinions shall be addressed to the Administrative Agent, the Lenders, Agent and the LC Issuers, dated as of the Closing Date, Banks and shall be satisfactory in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.12 payable and substance to the order of each such requesting LenderAgent. (viig) Written money transfer instructions, in substantially the form of Exhibit D, addressed Evidence satisfactory to the Administrative Agent that the Prior Agreement shall have been or shall simultaneously on the Initial Borrowing Date be terminated (except for those provisions that expressly survive the termination thereof) and signed by an Authorized Officerall loans outstanding and other amounts owed to the lenders or agents thereunder shall have been, together or shall simultaneously with such other related money transfer authorizations as the Administrative Agent may have reasonably requestedinitial Credit Extension hereunder be, paid in full. (viiih) Evidence satisfactory to the Agent that the initial "Credit Extension" under and as defined in the Term Loan Agreement shall have been made or shall be made simultaneously with the initial Credit Extension hereunder. (i) Evidence, in form and substance satisfactory to the Agent, that the Company has obtained all governmental approvals, if any, necessary for it to enter into the Credit Documents. (j) Such other documents as any Lender Bank or its counsel may have reasonably requested. It shall be a further condition precedent to the making of the initial Credit Extension hereunder that the Company shall have paid (i) to the Agent for the account of the Banks the fees required to be paid on the Initial Borrowing Date and (ii) to the Agent and the Arranger the fees required to be paid to them pursuant to the fee letter described in Section 13.12.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent sufficient copies for the Lenders of: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its bylaws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by an Authorized Officer, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.12 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless the following conditions have been satisfied and/or the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders ofLenders: (i) Copies of the articles or certificate of incorporation of the BorrowerBorrower and each Subsidiary, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each Subsidiary, of its bylaws by-laws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower or Subsidiary is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and each Subsidiary authorized to sign the Loan DocumentsDocuments to which the Borrower and each Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by an Authorized Officerthe chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s 's counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.12 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) Such other documents as any Lender or its counsel may have reasonably requestedThe Security Agreements, creating a first priority security interest on the Collateral.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless the Borrower has paid to the Administrative Agent, the Syndication Agent and the Arrangers, for their respective accounts, the fees required pursuant to the terms of the letters described in Section 10.13 and has furnished to the Administrative Agent with sufficient copies for the Lenders ofLenders: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA PATRIOT ACT. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its bylaws by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers Representatives and any other officers of the Borrower authorized to sign the Loan DocumentsDocuments to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by an Authorized Officerthe chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Borrower’s counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, in substantially the form of Exhibit A.A-1, and of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Assistant Secretary to the Borrower, in substantially the form of Exhibit A-2, and otherwise in form and substance satisfactory to the Lenders. (vi) Any Fully executed counterparts of this Agreement (containing all Exhibits and Schedules in their final form), together with any Notes requested by a Lender pursuant to Section 2.12 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized OfficerRepresentative, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) Properly completed Facility LC Applications for all of the Existing Letters of Credit. (ix) Evidence, including without limitation a payoff letter in form and substance satisfactory to the Administrative Agent, that the Existing Credit Agreements and all commitments thereunder have been terminated, all indebtedness or other obligations thereunder have been fully repaid, and any liens granted in connection therewith have been released. (x) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders ofthe following: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its bylaws by-laws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan DocumentsDocuments to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by an Authorized Officerthe chief financial officer of the Borrower, stating that on the initial Credit Extension Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s 's counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form of Exhibit A. (vi) Any The Notes requested duly executed by a Lender pursuant to Section 2.12 the Borrower payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit DC, 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. (viii) Such other documents as any Lender or its counsel may have reasonably requestedrequested except as it relates to the Borrower's trade secrets and other proprietary information. The Agent shall provide the Borrower with written confirmation upon satisfaction of the foregoing conditions.

Initial Credit Extension. The Lenders and the LC Issuers Issuer shall not be required to make an the initial Credit Extension hereunder unless until the Borrower has furnished the Administrative Agent with all fees required to be paid to the Lenders on the date hereof, evidence that all obligations under the Existing Credit Facility have been (or, concurrently with the initial Credit Extension hereunder, will be) paid in full and all of the following, in form and substance satisfactory to the Administrative Agent and each Lender, and in sufficient copies for the Lenders ofeach Lender: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its bylaws by-laws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan DocumentsDocuments to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by an Authorized Officerthe chief accounting officer or the chief financial officer of the Borrower, stating that on the initial Credit Extension Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s 's counsel, addressed to the Administrative Agent, the Lenders, Agent and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form of Exhibit A. (vi) Executed counterparts of this Agreement executed by the Borrower and each Lender. (vii) Any Notes requested by a Lender pursuant to Section 2.12 2.13 payable to the order of each such requesting Lender. (viiviii) If the initial Credit Extension will be the issuance of a Letter of Credit, a properly completed Letter of Credit Application. (ix) A copy of the SEC Order authorizing the Borrower to incur the Indebtedness contemplated by the Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower. (x) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized OfficerOfficer who has executed and delivered an incumbency certificate in accordance with the terms hereof, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viiixi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders ofLenders: (i) Copies of the articles or certificate of incorporation of the such Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the such Borrower, of its bylaws by-laws or code of regulations and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the such Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the such Borrower authorized to sign the Loan DocumentsDocuments to which such Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the such Borrower. (iv) A certificate, signed by an Authorized Officerthe Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the such Borrower’s 's counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.12 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (x) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (xi) Such other documents as any Lender or its counsel may have reasonably requested. (b) The presentation of evidence satisfactory to the Administrative Agent that the Five-Year Credit Agreement dated as of March 31, 1999 among the Borrowers, and the lenders party thereto and the agent named therein shall terminate and all indebtedness, liabilities, and obligations outstanding thereunder shall be paid in full or will be paid from the proceeds of the initial Advance. (c) The presentation of evidence satisfactory to the Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002, among the Borrowers and the lenders party thereto and the agent named therein shall have been terminated and all indebtedness, liabilities, and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (d) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Credit Extension. The Lenders and acknowledge satisfaction of the LC Issuers shall not be required to make an initial Credit Extension hereunder unless the following conditions precedent or, as applicable, that Borrower has furnished the following to the Administrative Agent each in form and substance satisfactory to the Agent and with sufficient copies for the Lenders ofLenders, where appropriate, executed by the relevant Person and notarized except, in each case, as such shall be listed on Schedule 6.26: (i) Copies of the articles or certificate of incorporation or organization, as applicable, of the BorrowerBorrower and its Domestic Subsidiaries that are Material Subsidiaries, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its such Person's jurisdiction of incorporationorganization or at Borrower's option, by an appropriate officer of Borrower or the relevant Subsidiary, along with certificates of good standing and existence or authority to do business as a foreign entity, as applicable. (ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and its Domestic Subsidiaries that are Material Subsidiaries, as applicable, of its bylaws and of its Board of Directors’ resolutions their respective by-laws, operating or other management agreement and of resolutions of their respective boards of directors or actions members and of any other body authorizing the execution of the Loan DocumentsDocuments to which such Person is a party. (iii) An incumbency certificateIncumbency certificates, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and its Domestic Subsidiaries that are Material Subsidiaries, as applicable, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or managers of the Borrower and its Domestic Subsidiaries authorized to sign the Loan DocumentsDocuments to which such Person is a party, upon which certificate certificates the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by an Authorized Officer, stating the chief financial officer of each Guarantor that is a Material Subsidiary certifying that on the initial Credit Extension Date no Default or Unmatured Default has occurred and such Guarantor is continuingsolvent, which certificate shall be, substantially in the form of Exhibit 4.1(iv) hereto. (v) A Both (a) a written opinion or opinions of the Borrower’s 's counsel, addressed to the Administrative Lenders and covering such matters as may be required by Agent, in form and substance reasonably satisfactory to the LendersAgent, and (b) an enforceability opinion with respect to the LC Issuers, dated as of the Closing Date, in substantially the form of Exhibit A.Acquisition Agreement. (vi) Any Notes requested by a Lender pursuant to Section 2.12 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D4.1(vii), 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. (viii) Such other documents The payment to the Agent and the Lenders of all fees and expenses agreed upon by such Person and the Borrower including those agreed to in that certain Agent and Fee Letter dated July 3, 2000, as any Lender or its counsel may have reasonably requestedamended; execution of such Fee Letter and amendments in effect on the date hereof).

Initial Credit Extension. The Lenders obligation of each Lender to make Loans in connection with the initial Credit Extension hereunder, and the obligation of the LC Issuers to issue Facility LCs hereunder on the Closing Date, is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent shall not be required to make an initial Credit Extension hereunder unless have received each of the Borrower has furnished following, each in form and substance satisfactory to the Administrative Agent sufficient copies for and each of the Lenders ofLenders: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its bylaws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by an Authorized Officer, stating that on the initial Credit Extension Closing Date (A) no Default or Unmatured Default has occurred and is continuingcontinuing and (B) the representations and warranties of the Borrower contained in Article 5 shall be true and correct on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (v) A written opinion of the Borrower’s counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.12 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) Such other documents as any Lender or its counsel may have reasonably requested. (b) The Borrower shall have paid (i) to any lender party to the Existing Credit Agreement but not a Lender under this Agreement, all obligations owing to such lender under the Existing Credit Agreement, (ii) to the Joint Lead Arrangers, the fees required under the Fee Letters to be paid to them on the Closing Date, in the amounts due and payable on the Closing Date as required by the terms thereof, (iii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Administrative Fee Letter, and (iv) all other fees and reasonable expenses of the Joint Lead Arrangers, the Administrative Agent and the Lenders required hereunder or under any other Loan Document to be paid on or prior to the Closing Date (including reasonable fees and expenses of counsel) in connection with this Agreement and the other Loan Documents. (c) Since December 31, 2010, both immediately before and after giving effect to the consummation of this Agreement, there shall not have occurred a (i) Material Adverse Effect or (ii) an event, condition or state of facts that could reasonably be expected to have a Material Adverse Effect. (d) The Administrative Agent shall have received from the Parent and the Borrower all documentation and other information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless the Borrower Company has furnished to the Administrative Agent with sufficient copies for the Lenders ofLenders: (ia) Copies of the articles or certificate of incorporation (or similar formation documents) of the BorrowerCompany, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporationformation, as well as any other information required by Section 326 of the USA Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of the Company as required by Section 326 of the USA Patriot Act. (iib) Copies, certified by the Secretary or an Assistant Secretary of the BorrowerCompany, of its bylaws by-laws and of the resolutions of its Board of Directors’ resolutions Directors and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Company is a party. (iiic) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the BorrowerCompany, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower Company authorized to sign the Loan DocumentsDocuments to which the Company is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerCompany. (ivd) A certificate, signed by an Authorized Officerthe chief financial officer of the Company, stating that on the date of the initial Credit Extension Date Extension, no Default or Unmatured Default has occurred and is continuing. (ve) A written opinion of counsel to the Borrower’s counselCompany, addressed to the Lenders and in substance reasonably acceptable to the Administrative Agent, the Lenders, and the LC Issuers, dated as . (f) A Note of the Closing Date, in substantially the form of Exhibit A. (vi) Any Company for each Lender that has requested Notes requested by a Lender pursuant to Section 2.12 payable to the order of each such requesting Lender2.14. (viig) Written money transfer instructions, in substantially the form of Exhibit DC, 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. (viiih) If the initial Credit Extension will be the issuance of a Letter of Credit, a properly completed Letter of Credit Application. (i) Certified copies of all required consents and approvals from third parties, including governmental approvals, with respect to the execution and delivery by the Company of, and the performance by the Company of its obligations under, each Loan Document to which it is a party. (j) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders ofLenders, duly certified, executed by the parties thereto, acknowledged and in recordable form, as applicable: (i) Copies of the articles Articles or certificate of incorporation of the BorrowerBorrower and each of the Initial Guarantors, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) CopiesFor the Borrower and each of the Initial Guarantors, copies, certified by the Secretary or Assistant Secretary of the Borrowersuch Person, of its bylaws by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which such Person is a party. (iii) An For the Borrower and each of the Initial Guarantors, an incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrowersuch Person, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower such Person authorized to sign the Loan DocumentsDocuments to which such Person is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by an Authorized Officerthe chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇▇, PC, counsel to the Borrower’s counselBorrower and the Initial Guarantors, addressed to the Administrative Agent, the Lenders, Agent and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form of Exhibit A.G. (vi) Any Notes requested by a Lender pursuant to Section 2.12 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit DH, 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. (viii) From the Borrower, the documents, instruments and agreements required pursuant to Section 2.20(i). (ix) From each of the Initial Guarantors, the documents, instruments and agreements required pursuant to Section 2.20(ii). (x) From EDS Information Services, LLC, such consents to assignment, attornment and other agreements as the Agent shall require. (xi) The insurance certificate described in Section 5.20 accompanied by certificates of the issuers of the insurance described therein evidencing that the Agent for the benefit of the Credit Providers is named as a loss payee and additional insured, as applicable, thereunder. (xii) Acknowledgment copies of all UCC-1 financing statements required by the Agent to be filed hereunder prior to the initial Credit Extension, each accompanied by a UCC search showing such financing statement as duly filed and evidencing the first priority of the security interest of the Agent for the benefit of the Credit Providers perfected thereby. (xiii) An appraisal of the Real Property in form and detail satisfactory to the Agent prepared on the basis of methodology and by the Agent or an independent MAI appraiser acceptable to the Agent and which appraisal has been reviewed and approved by the Agent. (xiv) Evidence reasonably satisfactory to the Agent that a title insurance company acceptable to the Agent is irrevocably and unconditionally committed to issue a title insurance policy or policies acceptable to the Agent covering the Real Property on the American Land Title Association Loan Policy (with extended coverage), Form 1970, Amended 10-17-70 showing fee title vested in the Borrower or a Guarantor, with reinsurance as required by the Agent under an ALTA Facultative Reinsurance Agreement with Direct Access, modified as required by the Agent, with an aggregate liability limit acceptable to the Agent, insuring that each deed of trust or other security document encumbering the Real Property constitutes a valid, fully perfected Lien on the fee or leasehold and appurtenant easement interests in the Real Property, subject only to Permitted Collateral Exceptions, and which contains: (a) full coverage against claims of mechanics’ lienors, (b) no exceptions or conditions other than exceptions and conditions approved in writing by the Agent, and (c) endorsements and such other coverage and affirmative statements as the Agent or its counsel may reasonably require. (xv) Copies of recorded and/or filed releases, reconveyances and terminations of all prior liens, mechanic lien foreclosures and/or lis pendens which appear of record against the Real Property within one hundred twenty (120) days of the Effective Date, and evidence satisfactory to the Agent that all such items have been released or reconveyed prior to the Effective Date (it being expressly agreed and understood that, except as expressly agreed to by the Agent prior to the Effective Date, no liens will be permitted to remain by means of indemnification or by delayed reconveyance). (xvi) With respect to any Real Property which is leased or subleased by the Borrower or any Guarantor to another Person, a rent roll, certified by a responsible officer of the Borrower as accurate and complete and setting forth such information regarding the leases and other occupancy agreements to which such Real Property is subject as the Agent may reasonably request. (xvii) Level I environmental reports evidencing an environmental audit of the Real Property performed by an environmental consulting firm acceptable to the Agent to identify the presence of any environmental hazards, including asbestos and other waste, and which audit shall have included (a) a site visit and visual inspection of the Real Property and adjacent properties by a trained professional, (b) a review of applicable historical information about the Real Property and adjacent properties, (c) appropriate inquiries with federal, state and local environmental agencies and/or building departments, and (d) an asbestos survey in which samples were taken and tested of suspected materials. (xviii) Such other information, documents and certifications concerning the Real Property as the Agent may reasonably request, including, without limitation, soils and geological reports, the permanent certificate of occupancy for the Real Property and all interior space therein, any applicable building/zoning code ordinances and zoning maps, and certified engineering reports. (xix) A solvency certificate in form and substance acceptable to the Agent duly executed by a responsible financial officer of the Company. (xx) Evidence satisfactory to the Agent that all fees, costs and expenses which are payable on or before the Effective Date have been, or will on the Effective Date be, paid in full. (xxi) Evidence reasonably satisfactory to the Agent that all acts and conditions and things (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened precedent to the execution, delivery and performance of the Loan Documents and to constitute the same legal, valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms, shall have been done and performed and shall have happened in compliance with all applicable laws. (xxii) Evidence satisfactory to the Agent that on the Effective Date and after giving effect to the funding of the initial Loans hereunder: (a) all “Obligations” of the Borrower under (and as the term “Obligations” is defined in) the Existing Credit Agreement (other than the “Obligations” with respect to the Existing Letters of Credit) have been paid in full and the credit facility evidenced thereby has been terminated, (b) all “Obligations” of the Borrower under (and as the term “Obligations” is defined in) that certain Business Loan Agreement dated March 8, 2001 and the related Promissory Note dated March 2, 2001 between the Borrower and Zions have been paid in full and the credit facility evidenced thereby has been terminated, and (c) such other Indebtedness and Contingent Obligations of the Borrower and its Subsidiaries as the Agent may designate have been paid in full and the credit facilities evidenced thereby have been terminated. (xxiii) A Borrowing Base Certificate dated no earlier than the last day of the calendar month immediately preceding the month in which the Effective Date shall occur. (xxiv) Such other documents as any Lender or its counsel may have reasonably requested. Notwithstanding anything contained herein, in the event the Borrower is unable to timely deliver any of the items required pursuant to this Section 4.1, the Required Lenders may, in their sole and absolute discretion, agree to waive such requirements as a condition to the first Credit Extension hereunder, subject to such conditions as the Required Lenders may elect to impose, including, without limitation, that the Borrower shall deliver the same by a date certain and with the acknowledgement and agreement of the Borrower that the failure of the Borrower to so deliver such items shall be a Default and there shall be no further cure period with respect thereto.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders ofLenders: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its bylaws by-laws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan DocumentsDocuments to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by an Authorized Officerthe chief financial officer of the Borrower, stating that on the initial Credit Extension Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s 's counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form of Exhibit A. (vi) Any Notes requested A Note issued by a Lender the Borrower pursuant to Section 2.12 2.13 payable to the order of each such requesting LenderBank One in the original principal sum of $75,000,000. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) The insurance certificate described in Section 5.20. (ix) A Purchase and Sale Agreement among Stream Gas Co., The Church in Austin, The Church in Oklahoma City and Equity Oil Company dated as of April 4, 2002, for the acquisition of certain producing oil and gas properties located in Yolo County, California (the "Yolo County Properties"), which agreement shall be fully executed and otherwise be satisfactory in form and substance to the Agent. (x) An affidavit executed by the Borrower relating to the Yolo County Properties in the form of Exhibit F attached hereto (the "Affidavit of Payment of Trade Bills"), containing the information as provided therein, which shall be satisfactory to the Agent. (xi) A certificate with respect to the Yolo County Properties in the form of Exhibit D attached hereto (the "Property Certificate") containing the information as provided therein, which shall be satisfactory to the Agent. (xii) Receipt of title opinions and other title information and data acceptable to the Lender covering the Yolo County Properties, reflecting title to the Mineral Interests of the Borrower therein which is acceptable to the Agent. (xiii) Receipt of a notice in compliance with the provisions of Section 26.02 of the Texas Business and Commerce Code (the "Section 26.02 Notice"). (xiv) A mortgage or deed of trust (an "Oil and Gas Mortgage"), which shall be in form and substance satisfactory to the Agent pursuant to which the Borrower mortgages to the Agent its entire Mineral Interests in the Yolo County Properties. (xv) The amendment of all existing mortgages and deeds of trust previously executed by the Borrower in favor of Bank One, individually, to reflect that such Mortgaged Properties now secure all of the Obligations hereunder and that the beneficiary thereof is the Agent, all pursuant to one or more mortgage or deed of trust amendments (each a "Mortgage Amendment"), which shall be satisfactory in form and substance to the Agent. (xvi) Canadian Collateral Security Documents, which shall be satisfactory in form and substance to the Agent. (xvii) Evidence satisfactory to the Agent that the Borrower is in compliance with the representation set forth in Section 5.22 of this Agreement. (xviii) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders ofLenders: (i) Copies of the articles or certificate of incorporation of the such Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the such Borrower, of its bylaws by-laws or code of regulations and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the such Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the such Borrower authorized to sign the Loan DocumentsDocuments to which such Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the such Borrower. (iv) A certificate, signed by an Authorized Officerthe Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the such Borrower’s counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.12 2.15 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) A pro forma covenant compliance certificate in form and substance reasonably satisfactory to the Administrative Agent from the Chief Financial Officer or Treasurer of the Company. (ix) The Guaranty, duly executed by the Company. (x) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (xi) Such other documents as any Lender or its counsel may have reasonably requested. (b) Evidence satisfactory to the Administrative Agent that the Existing Facilities shall have been terminated and all indebtedness, liabilities and obligations outstanding thereunder shall have been paid in full or will be paid from the proceeds of the initial Advance. (c) Payment of the fees described in the letter agreement referred to in Section 10.13.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless the Borrowers have satisfied the following conditions: (a) Each Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders ofLenders: (i) Copies of the articles or certificate of incorporation of the such Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the such Borrower, of its bylaws by-laws or code of regulations and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which such Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the such Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the such Borrower authorized to sign the Loan DocumentsDocuments to which such Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the such Borrower. (iv) A certificate, signed by an Authorized Officerthe Chief Financial Officer or Treasurer of such Borrower, stating that on the initial Credit Extension Closing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion Written opinions of the Borrower’s Borrowers’ legal counsel, addressed to the Administrative Agent, the Lenders, Agent and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.12 2.15 payable to the order of each such requesting Lender. (vii) Written money transfer instructionsinstructions (if any), in substantially the form of Exhibit DD for the purpose of telephonic notices pursuant to Section 2.16, addressed to the Administrative Agent and signed by an Authorized Officer, together with or such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) The Guaranty, duly executed by the Company. (ix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (x) Such other documents as any Lender or its counsel may have reasonably requested. (b) Evidence satisfactory to the Administrative Agent that, concurrently with the Closing Date, the Existing Credit Agreement has been amended and restated in its entirety, and the existing facility thereunder shall have been replaced with the Commitments under this Agreement; and any Existing Facility LCs shall be deemed to have been issued and outstanding under this Agreement and from and after the Closing Date shall be subject to and governed by the terms and conditions of this Agreement, including the terms of Section 2.21.1. (c) Payment of the fees described in the Fee Letter.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders ofLenders: (i) Copies of the articles or certificate of incorporation of the BorrowerBorrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, of its bylaws their by-laws and of its their Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which Borrower and each Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and such Guarantor authorized to sign the Loan DocumentsDocuments to which Borrower and each Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or a Guarantor. (iv) A certificate, signed by an Authorized Officerthe chief financial officer of Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s 's and Guarantors' counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.12 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) The Collateral Documents, fully executed by all parties thereto. (ix) The insurance certificate described in Section 5.21. (x) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required Lenders' obligation to make an the initial Credit Extension hereunder unless the Borrower has furnished is subject to the Administrative Agent sufficient copies for having received on or before the Lenders of: (i) Copies date of such initial Credit Extension all of the articles following documents, each in form and substance satisfactory to the Administrative Agent and in such number of counterparts as may be reasonably requested by the Administrative Agent and determined that all of the following conditions precedent have otherwise been satisfied: The following Loan Documents duly executed by the Persons indicated below: this Agreement executed by each Borrower and each member of the Bank Group, and the Guaranties executed by each Guarantor in the form of Exhibit F, or in the case of the Parent's Guaranty, Exhibit F-2. A certificate of incorporation the secretary or an assistant secretary of the BorrowerParent certifying, together with all amendmentsinter alia, (1) to the extent required under the jurisdiction of its formation, true and a certificate correct copies of good standing, each certified resolutions adopted by the board of directors or other appropriate governmental officer in its jurisdiction body of incorporation. the Parent (iiA) Copiesauthorizing the execution, certified delivery and performance by the Secretary or Assistant Secretary of the Borrower, of its bylaws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution Parent of the Loan Documents. (iii) An incumbency certificate, executed by Documents to which it is or will be a party and the Secretary or Assistant Secretary consummation of the Borrowertransactions contemplated thereby, which shall identify (B) authorizing Officers of the Parent to negotiate the Loan Documents on behalf of the Parent, (C) authorizing Officers of the Parent to execute and deliver the Loan Documents and any related documents, including, without limitation, any agreement or security document contemplated by name this Agreement, and title (D) authorizing the Eligible Share Repurchase and bear (2) the incumbency and, if such Officer is an individual, specimen signatures of the Authorized Officers and any other officers of the Borrower authorized Parent executing any Loan Documents to sign the Loan Documentswhich it is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent. Extracts from the Dutch Commercial Register or other certificates of appropriate public officials as to the existence and good standing of the Parent in its jurisdiction of organization. A certificate of the secretary or an assistant secretary of the General Partner certifying, inter alia, true and correct copies of resolutions executed by the partners of the US Borrower (A) authorizing the execution, delivery and performance by the US Borrower of the Loan Documents to which it is a party and the Credit Extensions to be made thereunder and the consummation of the transactions contemplated thereby, (B) authorizing the General Partner to negotiate the Loan Documents on behalf of the US Borrower. , and (ivC) authorizing the General Partner to execute and deliver on behalf of the US Borrower the Loan Documents and any related documents, including, without limitation, any agreement or security document contemplated by this Agreement. A certificate of the secretary or an assistant secretary of the General Partner certifying true and correct copies of the articles of incorporation and bylaws (or other similar charter documents) of the General Partner which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the US Borrower. Certificates of appropriate public officials as to (1) the existence of the US Borrower, and (2) the existence and good standing of the General Partner, in each case in its jurisdiction of organization. A certificate of the secretary or an assistant secretary of each Guarantor certifying, inter alia, (1) to the extent required under the jurisdiction of its formation, true and correct copies of resolutions adopted by the board of directors or other appropriate body of such Person (A) authorizing the execution, delivery and performance by such Person of the Loan Documents to which it is or will be a party and the consummation of the transactions contemplated thereby, and (B) authorizing Officers of such Person to execute and deliver the Loan Documents to which it is or will be a party and any related documents, including, without limitation, any agreement contemplated by this Agreement and (2) the incumbency and, if such Officer is an individual, the specimen signatures of the Officers of such Person executing any Loan Documents to which it is a party. A certificate, signed by an Authorized Officerthe chief financial officer or Treasurer of each Borrower, stating that on the initial Credit Extension Date the conditions specified in Section 4.2 have been satisfied and that no Default or Unmatured Default has occurred and is continuing. (v) A . Favorable written opinion of the Borrower’s counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, legal opinions in substantially the form of Exhibit A. (vi) A. Any Notes requested by a Lender pursuant to Section 2.12 2.15 payable to the order of each such requesting Lender. (vii) Written money transfer instructions. If the initial Credit Extension will be, or includes, the issuance of a Facility LC, a properly completed Facility LC Application. The Administrative Agent shall have determined that prior to the Execution Date, there is an absence of material adverse change in substantially the form Parent's financial condition and operations as reflected in the Parent's consolidated financial statements as of Exhibit DDecember 31, addressed 2002 previously delivered to the Administrative Agent. Payment to the Administrative Agent and signed by an Authorized Officer, together with the Lenders of the fees due to them as of such date under the Loan Documents. Subordination Agreements reasonably satisfactory to the Administrative Agent subordinating all intercompany indebtedness among the Credit Parties to the Obligations in the form of Exhibit G. Contribution and Indemnity Agreements among the Guarantors apportioning the rights and obligations of each Guarantor in the form of Exhibit H. Such other related money transfer authorizations documents as the Administrative Agent may have reasonably requested. (viii) Such other documents as any Lender or its counsel may have reasonably requested. Each Credit Extension. The Lenders shall not (except as otherwise set forth in Section 2.5.4 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the applicable Credit Extension Date: There exists no Default or Unmatured Default. The representations and warranties contained in Article V are true and correct as of such Credit Extension Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. Each Borrowing Notice, or Swing Line Borrowing Notice or request for issuance of a Facility LC, as the case may be, with respect to each such Credit Extension shall constitute a representation and warranty by the Borrowers that the conditions contained in Sections 4.2(i) and (ii) have been satisfied.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an ------------------------ the initial Credit Extension hereunder unless the Borrower has Credit Parties have furnished to the Administrative Agent with sufficient copies for the Lenders ofLenders: (i) Copies of (a) the restated certificate of incorporation of the Borrower certified by the Secretary or an Assistant Secretary of the Borrower, together with good standing certificates issued as of a recent date by the Secretaries of State of Delaware and Alabama and (b) the articles or certificate of incorporation of the BorrowerTMK Re, together with all amendmentsamendments thereto, and a certificate of good standing, each certified by the appropriate governmental officer in Registrar of Companies of Bermuda, together with a good standing certificate (or its jurisdiction equivalent) issued by the Registrar of incorporationCompanies of Bermuda. (ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrowereach Credit Party, of its bylaws by-laws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Borrowereach Credit Party, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of the Borrower each Credit Party authorized to sign the Loan DocumentsDocuments and to make borrowings hereunder, upon which certificate the Administrative Agent Agent, the LC Issuer and the Lenders shall be entitled to rely until informed of any change in writing by the Borrowersuch Credit Party. (iv) A certificate, signed by an Authorized Officerthe Chief Financial Officer or the Treasurer of each Credit Party, stating that on the initial Credit Extension Date date hereof (a) no Default or Unmatured Default has occurred and is continuingcontinuing and (b) each of the representations and warranties set forth in Article V of this Agreement is true and correct as of such date. (va) A written opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Executive Vice President and General Counsel of the Borrower’s counsel, and (b) a written opinion of Appelby, ▇▇▇▇▇▇▇▇ & Kempe, special Bermuda counsel to the Credit Parties, addressed to the Administrative Agent, the Lenders, LC Issuer and the LC Issuers, dated as of Lenders in form and substance reasonably satisfactory to the Closing Date, in substantially the form of Exhibit A.Agent and its counsel. (vi) Any Notes requested by a Lender pursuant to Section 2.12 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit "D" 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. (viii) The Existing Credit Agreements shall have been terminated and all amounts owing thereunder (including principal, interest and accrued fees) shall have been paid (or shall contemporaneously be paid) in full, and all reimbursement obligations in respect of letter of credit issued thereunder shall have been terminated. (ix) A copy of TMK Re's license under The Insurance ▇▇▇ ▇▇▇▇, certified by an Authorized Officer of TMK Re. (x) Receipt of any required regulatory approvals from any Governmental Authority with respect to the transactions contemplated by the Loan Documents, including all hearing orders issued by insurance regulatory authorities. (xi) Such other documents as any Lender Lender, the LC Issuer or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless (a) the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders ofLenders: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA PATRIOT Act. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its bylaws by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Financial Officers and any other officers of the Borrower authorized to sign the Loan DocumentsDocuments to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by an Authorized Officera Financial Officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.12 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized a Financial Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) The Guaranty, the Pledge Agreement and the other documents listed on the List of Closing Documents attached hereto as Schedule 4.1 and not otherwise listed above. (ix) Such other documents as any Lender or its counsel may have reasonably requested. (x) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (b) the Borrower has paid (or made arrangements to pay concurrently with the making of the initial Credit Extension) all principal, interest, fees and premiums, if any, on all loans and other financial accommodations outstanding under the Existing Credit Agreement and has terminated such agreement, and all Liens granted in connection with the Existing Credit Agreement have been released, and (c) the Borrower has paid to the Agent and the Arranger the fees agreed to in the letter agreement described in Section 10.13 then due and owing.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders ofLenders: (i) Copies of the articles or certificate of incorporation of the BorrowerBorrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, of its bylaws respective by-laws or regulations, as appropriate, and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower or such Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower or such Guarantor, as the case may be, authorized to sign the Loan DocumentsDocuments to which the Borrower or such Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or such Guarantor, as the case may be. (iv) A certificate, signed by an Authorized Officerthe chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s and Guarantors’ in-house counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form of Exhibit A.E. (vi) Any Notes requested by a Lender pursuant to Section 2.12 3.1 payable to the order of each such requesting Lender. (vii) Written The Guaranty executed by all Guarantors. (viii) If requested by the Administrative Agent, written money transfer instructions, in substantially the form of Exhibit DF, 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. (viiiix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (x) Evidence satisfactory to the Administrative Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of March 19, 2020, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder. (xi) The Administrative Agent shall have received all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (xi) shall be deemed to be satisfied). (xii) Such other documents as any Lender the Administrative Agent or its counsel may have reasonably requested.

Initial Credit Extension. 4.1.1 The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless the Borrower has furnished the following to the Administrative Agent with sufficient copies for the Lenders ofLenders: (i) Copies this Agreement; (ii) copies of the certificate of formation or other applicable document of the Borrower, together with all amendments thereto, and certificates of good standing, each certified by the appropriate governmental officer in each such company's jurisdiction of formation; (iii) a copy of the articles or certificate of incorporation of the Borrower, Guarantor together with all amendmentsamendments thereto, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation.; (iv) a copy certified by the Secretary or Assistant Secretary of Borrower of (i) its limited liability company agreement, and (ii) Copies, resolutions from its managers authorizing the execution of the Loan Documents to which it is a party; (v) copies certified by the Secretary or Assistant Secretary of the Borrower, Guarantor of (i) its bylaws by-laws and (ii) resolutions of its Board of Directors’ resolutions and of resolutions or actions of any other body Directors authorizing the execution of the Loan Documents.Documents to which it is a party; (iiivi) An incumbency certificatecertificates, executed by the respective Secretary or Assistant Secretary of the Borrower, Borrower and the Guarantor which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan DocumentsDocuments to which the Borrower and the Guarantor, respectively is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.; (ivvii) A a certificate, signed by an Authorized Officerthe chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.; (vviii) A written opinion opinions of counsel to the Borrower’s counsel, Borrower and the Guarantor addressed to the Administrative Agent and Lenders and their counsel in substantially the form of Exhibit D; (ix) the Notes issued pursuant to Section 2.14 payable to the order of each Lender, and, if the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application; (x) the Deed of Trust, executed by Borrower, in a form satisfactory to the Agent, the Lenders and their counsel with respect to the Properties therein described, which are part of the Collateral, and such other agreements, documents and instruments as may be necessary and appropriate, in form and substance satisfactory to the Agent and the Lenders, executed and delivered by Borrower, as mortgagor or assignor, in favor of the Agent, ratably for the benefit of the Lenders, in order to create and perfect the Lender Liens in and to all Collateral described therein; (xi) the Pledge Agreement, executed by the Guarantor, in a form satisfactory to the Agent, the Lenders and their counsel with respect to the Properties therein described, which are a part of the Collateral; (xii) the Guaranty, executed by Guarantor, in a form satisfactory to the Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, in substantially the form of Exhibit A.their counsel; (vixiii) Any Notes requested by a Lender pursuant to Section 2.12 payable to the order of each such requesting Lender. (vii) Written written money transfer instructions, in substantially the form of Exhibit DE, addressed to the Administrative Agent and signed by an Authorized OfficerOfficer of the Borrower, on behalf of the Borrower, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.; (viiixiv) title opinions from counsel acceptable to the Agent, or title review satisfactory to the Agent, with respect to the Oil and Gas Properties included in the Collateral and in a form acceptable to the Agent and the Lenders, covering at least ninety percent (90%) of the aggregate value of such Oil and Gas Properties; (xv) the Initial Reserve Report upon which the initial Borrowing Base has been determined acceptable to all the Lenders; (xvi) copies of any environmental reports regarding any environmental assessment of the Oil and Gas Properties included in the Collateral, which shall be acceptable to all Lenders; (xvii) the insurance certificate(s) described in Section 5.20; (xviii) detailed monthly projections (including balance sheets, income and cash flow statements) for the Guarantor, the Borrower and their Subsidiaries as of and for the period ending December 31, 2003, which projections shall be acceptable to the Lenders in their sole discretion; (xix) ISDA documents entered into between Borrower and any of the Lenders evidencing Rate Management Transactions with respect to the Oil and Gas Properties of the Borrower and Guarantor with confirmations of the transactions thereunder providing satisfactory hedging of natural gas sales in amounts and at prices satisfactory to the Lenders from the date hereof through October, 2003; (xx) the Financial Statements described in Section 5.4; (xxi) an Assignment of Notes, Liens and Security Interests in form an substance satisfactory to the Agent in its sole discretion, executed by each of the lenders currently party to the Prior Credit Agreement and (xxii) Such other documents as any Lender or its counsel may have reasonably requested. 4.1.2 The Lenders shall not be required to make the initial Credit Extension hereunder unless the following conditions precedent are satisfied, to the satisfaction of the Agent and the Lenders: (i) the Agent and the Lenders shall have satisfactorily completed their normal and customary due diligence in connection with loans of the type contemplated by this Agreement; (ii) any Existing Rate Management Transactions with the Lenders under the Prior Credit Agreement shall be assigned to Bank One by the counter-parties thereto; (iii) this Agreement and any Rate Management Transaction (including, without limitation, the Existing Rate Management Transaction) shall each be (or upon the execution, delivery and filing of the Loan Documents creating the Lenders' Liens each shall be) secured by a pari passu first lien on substantially all of the Oil and Gas Properties of the Borrower and Guarantor; (iv) the Agent and the Lenders shall have reviewed and become satisfied with any changes in the composition of the Borrower's Board of Directors and executive management occurring prior to the date of the initial Credit Extension; (v) there shall not have been, in the sole judgment of the Agent, any material adverse change in the financial condition, business, or operations of the Borrower or any of the Borrower's Subsidiaries, or a material adverse change with respect to their Oil and Gas Properties; and (vi) payment of all facility and administrative fees required to be paid pursuant to any Loan Document and the Fee Letter and legal fees and disbursements of Agent's counsel.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless (a) (i) all principal, interest and other amounts outstanding under the Existing Three Year Credit Agreement and the Existing IPC Three Year Credit Agreement shall be repaid and satisfied in full and (ii) all commitments to extend credit thereunder shall be terminated; and the Administrative Agent shall have received evidence of the foregoing satisfactory to it, including a payoff letter executed by the lenders or the agent under the Existing Three Year Credit Agreement and the Existing IPC Three Year Credit Agreement and (b) the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders ofLenders: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its bylaws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by an Authorized Officer, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s 's counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated Issuers as of the Closing Date, Date and the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.12 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless (a) the Borrower representations and warranties contained in Article V are true and correct in all material respects as of such date and (b) the Company has furnished to the Administrative Agent Agents with sufficient copies for the Lenders ofLenders: (i) Copies of the articles or certificate certificates of incorporation (or similar Constitutive Documents) of the BorrowerCompany, each other Borrower and each Guarantor (each a “Loan Party”), together with all amendmentsamendments thereto, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the USA PATRIOT ACT. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, each Loan Party of its bylaws by-laws (or similar Constitutive Documents) and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which it is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrowereach Loan Party, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower such Loan Party authorized to sign the Loan DocumentsDocuments to which it is a party and, in the case of the Borrowers, to request Loans hereunder, upon which certificate the Administrative Agent Agents and the Lenders shall be entitled to rely until informed of any change in writing by the Borrowerapplicable Loan Party. (iv) A certificateAn opening compliance certificate in substantially the form of Exhibit B, signed by an Authorized Officerthe chief financial officer, treasurer or vice president of finance of the Company, showing the calculations necessary to determine compliance with this Agreement on the initial Credit Extension Date and stating that on the initial Credit Extension Date (a) no Default or Unmatured Default has occurred and is continuing, (b) all of the representations and warranties in Article V shall be true and correct in all material respects as of such date and (c) no material adverse change in the business, financial condition or operations of the Company or any of its Subsidiaries has occurred since August 31, 2006. (v) A written opinion certificate in form and substance satisfactory to the Administrative Agent stating that there exists no injunction or temporary restraining order which would prohibit the making of the Borrower’s counselinitial Credit Extensions or any litigation seeking such an injunction or restraining order. (vi) A certificate of value, solvency and other appropriate factual information in form and substance reasonably satisfactory to the Administrative Agent and the Arrangers from the chief financial officer of the Company (on behalf of the Company and the Borrowers) in his or her representative capacity supporting the conclusions that as of the initial funding date the Company and its Subsidiaries on a consolidated basis are Solvent and will be Solvent subsequent to incurring the Indebtedness contemplated under the Loan Documents, will be able to pay its debts and liabilities as they become due and will not be left with unreasonably small working capital for general corporate purposes. (vii) Written opinions of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Borrowers and each Guarantor, in form and substance satisfactory to the Agents and addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form of Exhibit A. (viviii) Any Notes requested by a Lender pursuant to Section 2.12 2.14 payable to the order of each such requesting Lender. (viiix) If the initial Credit Extension shall be the issuance of a Facility LC, a properly completed Facility LC Application. (x) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viiixi) Evidence satisfactory to the Administrative Agent that the Spin-Off Transaction and the Spin-Off Dividend will be consummated substantially simultaneously with the initial Credit Extension hereunder or promptly thereafter. (xii) Such other documents as any Lender or its counsel may have reasonably requested.requested including, without limitation, each document identified on the List of Closing Documents attached hereto as Exhibit F.

Initial Credit Extension. The Lenders and the LC Issuers shall not ------------------------ be required to make an the initial Credit Extension hereunder unless unless: (a) the Borrower has furnished to the Administrative Agent the following, each in form and substance satisfactory to the Lenders and with sufficient copies for the Lenders ofLenders: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its bylaws by-laws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan DocumentsDocuments to which the Borrower is a party, upon which certificate the Administrative Agent Agent, the LC Issuer and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) Copies of the articles or certificate of incorporation of each Guarantor, together with all amendments, and a certificate of good standing, certified by the appropriate governmental officer in its jurisdiction of incorporation. (v) Copies, certified by the Secretary or Assistant Secretary of each Guarantor, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Guarantor is a party. (vi) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Guarantor authorized to sign the Loan Documents to which such Guarantor is a party, upon which certificate the Agent, the LC Issuer and the Lenders shall be entitled to rely until informed of any change in writing by such Guarantor. (vii) A certificate, signed by an Authorized OfficerOfficer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (vviii) A written opinion of the Borrower’s 's and the Guarantors' counsel, addressed to the Administrative Agent, the Lenders, Lenders and the LC Issuers, dated as of the Closing Date, Issuer in substantially the form of Exhibit A. (viix) Any Notes requested by a Lender pursuant to Section 2.12 2.16 payable to the order of each such requesting Lender. (viix) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viiixi) A Guaranty executed by each Specified Domestic Subsidiary. (xii) One or more Foreign Subsidiary Pledge Agreements executed by the Borrower and by each Domestic Subsidiary that holds shares in a Material Foreign Subsidiary, along with all certificates evidencing the shares pledged thereby duly endorsed or accompanied by executed stock powers and accompanied by such other documents, financing statements, opinions and information as the Agent or the Collateral Agent may require to assure the Collateral Agent's valid first priority Lien in the shares pledged thereby, free and clear of all other Liens (except as may be permitted in such Foreign Subsidiary Pledge Agreements). (xiii) Evidence satisfactory to the Agent that (A) the Credit Agreement dated as of September 23, 1997, as from time to time in effect, by and between the Borrower and Wachovia Bank, N.A., and (B) the Credit Agreement dated as of January 13, 2000, as from time to time in effect, by and between the Borrower and Bank One, shall have been or shall simultaneously on the date of closing of this Agreement be terminated (except for those provisions that expressly survive the termination thereof) and all loans outstanding and other amounts owed to the lenders or agents thereunder shall have been or shall simultaneously with the initial Credit Extension hereunder be paid in full. (xiv) A consent under or agreement amending the Note Purchase Agreement such that the Credit Extensions and the pledge of shares in the Material Foreign Subsidiaries do not result in a breach of the Note Purchase Agreement, executed by the lenders under the Note Purchase Agreement. (xv) The Intercreditor Agreement executed by each party thereto. (xvi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders ofLenders: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, which may be dated more than ninety (90) days from the hereof, and a certificate of good standing, dated within ninety (90) days of the date hereof, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its bylaws by-laws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan DocumentsDocuments to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by an Authorized Officerthe chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of counsel to the Borrower’s counselBorrower and the Guarantor, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form of Exhibit A.A, together with such other opinions regarding perfection of security interests as the Administrative Agent may have reasonably requested. (vi) Any Notes requested by a Lender pursuant to Section 2.12 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) Such Copies of documentation provided in Items (i), (ii), and (iii) (modified in the event of entities other documents as any Lender or its counsel may have reasonably requestedthan corporations) for each Guarantor.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders ofLenders: (i) Copies of the articles or certificate of incorporation of the BorrowerBorrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, of its bylaws respective by-laws or regulations, as appropriate, and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower or such Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower or such Guarantor, as the case may be, authorized to sign the Loan DocumentsDocuments to which the Borrower or such Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or such Guarantor, as the case may be. (iv) A certificate, signed by an Authorized Officerthe chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s and Guarantors’ in-house counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.12 2.14 payable to the order of each such requesting Lender. (vii) The Guaranty executed by all Guarantors. (viii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viiiix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (x) Evidence satisfactory to the Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder. (xi) Such other documents as any Lender the Agent or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders ofLenders: (i) Copies of the articles or certificate of incorporation of the BorrowerBorrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, of its bylaws respective by-laws or regulations, as appropriate, and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower or such Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower or such Guarantor, as the case may be, authorized to sign the Loan DocumentsDocuments to which the Borrower or such Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or such Guarantor, as the case may be. (iv) A certificate, signed by an Authorized Officerthe chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s and Guarantors’ in-house counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form of Exhibit A.E. (vi) Any Notes requested by a Lender pursuant to Section 2.12 2.14 payable to the order of each such requesting Lender. (vii) Written The Guaranty executed by all Guarantors. (viii) If requested by the Administrative Agent, written money transfer instructions, in substantially the form of Exhibit DF, 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. (viiiix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (x) Evidence satisfactory to the Administrative Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of April 8, 2016, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder. (xi) The Administrative Agent shall have received all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (xi) shall be deemed to be satisfied). (xii) Such other documents as any Lender the Administrative Agent or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders ofLenders: (i) Copies of the articles or certificate of incorporation of the BorrowerBorrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, of its bylaws respective by-laws or regulations, as appropriate, and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower or such Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower or such Guarantor, as the case may be, authorized to sign the Loan DocumentsDocuments to which the Borrower or such Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or such Guarantor, as the case may be. (iv) A certificate, signed by an Authorized Officerthe chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s 's and Guarantors' in-house counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.12 2.14 payable to the order of each such requesting Lender. (vii) The Guaranty executed by all Guarantors. (viii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viiiix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (x) Such other documents as any Lender the Agent or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless the unless: 4.1.1. The Borrower has furnished to the Administrative Agent the following, with sufficient copies for the Lenders ofLenders: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its bylaws by-laws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan DocumentsDocuments to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by an Authorized Officerthe chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of counsel to the Borrower’s counselBorrower and the Guarantors, addressed to the Administrative Agent, the Lenders, Agent and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form of Exhibit A.E. (vi) Any Notes requested by a Lender pursuant to Section 2.12 A Note payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (ix) The Guaranty and the Collateral Documents described in the Security Schedule. (x) The insurance certificate described in Section 5.19. (xi) Initial Engineering Report. (xii) A copy of each Merger Document duly executed and delivered by each party thereto. (xiii) Such other documents as any Lender or its counsel may have reasonably requested. 4.1.2. The following additional conditions shall have been satisfied: (i) The Merger shall have been consummated. (ii) All fees and expenses owing by Borrower or its Subsidiaries to Administrative Agent shall have been paid, including attorneys fees. (iii) Borrower shall have deposited $16,500 with counsel for Administrative Agent, to be held by such counsel and applied toward payment of costs and expenses for recordation of the assignments and amendments of the Collateral Documents described in the Security Schedule and the related UCC-3 financing statements, as provided pursuant to Section 12.6. If such deposit exceeds the amount of such costs and expenses, the excess shall be returned to the Borrower. If such deposit is less than such costs and expenses, the deficit shall be paid by Borrower pursuant to Section 12.6.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an ------------------------ the initial Credit Extension hereunder unless such initial Credit Extension occurs prior to October 22, 1999, the Upfront Fees are paid to the Lenders in immediately available funds and the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders ofLenders: (i) Copies of the articles or certificate of incorporation of the BorrowerBorrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, of its bylaws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower or such Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower or such Guarantor authorized to sign the Loan DocumentsDocuments to which the Borrower or such Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or such Guarantor. (iv) A certificate, signed by an Authorized Officerthe chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s 's counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.12 2.14 payable to the order of each such requesting Lender (including the Swing Line Note payable to the order of the Swing Line Lender). (vii) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viii) Information satisfactory to the Agent and the Required Lenders regarding the Borrower's Year 2000 Program. (ix) The Pledge and Security Agreement and the Guaranty. (x) Evidence reasonably satisfactory to the Agent that all obligations, liabilities and Indebtedness under the AmSouth Credit Agreement have been paid in full and all commitments thereunder have terminated and all liens granted in connection therewith have been released, including any UCC termination statements or releases executed in connection therewith. (xi) Evidence satisfactory to the Agent that the Borrower and each Subsidiary have fully cooperated with the Agent's syndication efforts including, without limitation, by providing the Agent with information regarding the Borrower's and such Subsidiary's operations and prospects and such other information as the Agent deems reasonably necessary to successfully syndicate the Loans hereunder. (xii) A final copy of the Acquisition Credit Agreement. (xiii) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (xiv) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders ofLenders: (i) Copies of the articles or certificate of incorporation of the BorrowerBorrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, of its bylaws respective by-laws or regulations, as appropriate, and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower or such Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower or such Guarantor, as the case may be, authorized to sign the Loan DocumentsDocuments to which the Borrower or such Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or such Guarantor, as the case may be. (iv) A certificate, signed by an Authorized Officerthe chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s 's and Guarantors' in-house counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form of Exhibit A.E. (vi) Any Notes requested by a Lender pursuant to Section 2.12 2.14 payable to the order of each such requesting Lender. (vii) The Guaranty executed by all Guarantors. (viii) Written money transfer instructions, in substantially the form of Exhibit DF, 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. (viiiix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (x) Evidence satisfactory to the Administrative Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower's existing credit agreement dated as of April 18, 2012, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder. (xi) Such other documents as any Lender the Administrative Agent or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder or to renew the Credit Enhancement Letters of Credit unless the Borrower has furnished to the Administrative Agent Agent, with sufficient copies for the Lenders ofLenders: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its bylaws by-laws and of its Board of Directors’ ' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan DocumentsDocuments to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by an Authorized Officerthe chief financial officer of the Borrower, stating that on the initial Credit Extension Closing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s 's and Guarantor's counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form of Exhibit A. (vi) Any The Revolving Notes requested and the Term Notes, executed by a Lender pursuant to Section 2.12 the Borrower payable to the order of each such requesting Lender. (vii) The Collateral Documents, executed (and acknowledged where applicable) by the Borrower. (viii) The Guaranty, executed by the Guarantor. (ix) Written money transfer instructions, in substantially the form of Exhibit D, 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. (viiix) Copies of the articles or certificate of incorporation of the Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (xi) Copies, certified by the Secretary or Assistant Secretary of the Guarantor, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Guarantor is a party. (xii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Guarantor, which shall identify by name and title and bear the signatures of the officers of the Guarantor authorized to sign the Loan Documents to which the Guarantor is a party. (xiii) Evidence satisfactory to the Agent and the Lenders that the liens and security interests granted to the Agent under the Collateral Documents are first and prior perfected lien and security interests, subject only to the liens, security interests and encumbrances permitted under Section 6.15. (xiv) Endorsements to the title policies previously provided to Bank One with regard to the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Mortgage, the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Mortgage-Warehouse, and the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Mortgage-Mfg. (i) advancing the effective dates of such policies to the date of recording of the Mortgages, (ii) providing that the insured party is the Agent, for the benefit of the Lenders, and (iii) providing that the insured mortgages are the Mortgages. (xv) If an initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (xvi) Such other documents as any Lender or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders ofLenders: (i) Copies of the articles or certificate of incorporation of the BorrowerBorrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, of its bylaws respective by-laws or regulations, as appropriate, and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower or such Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower or such Guarantor, as the case may be, authorized to sign the Loan DocumentsDocuments to which the Borrower or such Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or such Guarantor, as the case may be. (iv) A certificate, signed by an Authorized Officerthe chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s and Guarantors’ in-house counsel, addressed to the Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, Lenders in substantially the form of Exhibit A.E. (vi) Any Notes requested by a Lender pursuant to Section 2.12 2.14 payable to the order of each such requesting Lender. (vii) The Guaranty executed by all Guarantors. (viii) Written money transfer instructions, in substantially the form of Exhibit DF, 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. (viiiix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (x) Evidence satisfactory to the Administrative Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of October 5, 2007, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder. (xi) Such other documents as any Lender the Administrative Agent or its counsel may have reasonably requested.

Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make an the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent (with sufficient copies copies, as requested by the Administrative Agent, for the Lenders ofLenders) the following: (i) Copies of the articles or certificate of incorporation incorporation, certificate of limited partnership or declaration of trust, as applicable, of the BorrowerBorrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its the applicable jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, of its bylaws by-laws or agreement of limited partnership, as applicable, and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan DocumentsDocuments to which the Borrower or such Guarantor is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower or such Guarantor authorized to sign the Loan DocumentsDocuments to which the Borrower or such Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or such Guarantor. (iv) A certificate, signed by an Authorized Officerthe chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s internal counsel and external counsel, addressed to the Administrative Agent, the Lenders, Agent and the LC Issuers, dated as of Lenders in form and substance satisfactory to the Closing Date, in substantially the form of Exhibit A.Administrative Agent and its counsel. (vi) Any Notes requested by a Lender pursuant to Section 2.12 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, Executed originals of this Agreement and of the Subsidiary Guaranty substantially in substantially the form attached hereto as Exhibit C, each of Exhibit D, addressed to the Administrative Agent which shall be in full force and signed by an Authorized Officereffect, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requestedall schedules and exhibits required to be delivered pursuant hereto and thereto. (viii) There shall not have occurred since January 31, 2009 any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect. (ix) Evidence that concurrently with the initial Credit Extension hereunder, the Prior Agreement is being terminated and all amounts due and payable thereunder paid. (x) Such other documents as any Lender Lender, the LC Issuer or its counsel may have reasonably requested. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.