POLICIES REQUIRED
UNDER SECTION 7.6 (SUCH INSURANCE WILL BE PRIMARY AND NOT CONTRIBUTING)
INCLUDING ANY NECESSARY ENDORSEMENTS TO REFLECT THE ADMINISTRATIVE AGENT AS LOSS
PAYEE FOR THE RATABLE BENEFIT OF THE LENDERS, WITH THE RIGHT TO RECEIVE AT LEAST
30 DAYS PRIOR NOTICE OF CANCELLATION OF ANY SUCH POLICY;
(J)
OTHER DOCUMENTS.
SUCH OTHER APPROVALS, OPINIONS, DOCUMENTS OR
MATERIALS AS THE ADMINISTRATIVE AGENT OR ANY LENDER MAY REQUEST;
(K)
OPINIONS OF COUNSEL.
(I) AN OPINION OF DAVIS GRAHAM & STUBBS LLP
COVERING SUCH MATTERS AS THE ADMINISTRATIVE AGENT MAY REQUIRE AND IN FORM AND
SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT DATED AS OF THE EFFECTIVE
TIME, (II) AN OPINION OF BRACEWELL & GIULIANI LLP COVERING SUCH MATTERS OF NEW
YORK LAW AS THE ADMINISTRATIVE AGENT MAY REQUIRE IN FORM AND SUBSTANCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT DATED AS OF THE EFFECTIVE TIME AND
(III) OPINIONS OF BRACEWELL & GIULIANI LLP AND DOWNEY BRAND LLP AS TO THE
ENFORCEABILITY AND PERFECTION OF THE LIENS AND SECURITY INTERESTS CREATED UNDER
THE MORTGAGES FILED OR TO BE FILED IN TEXAS AND CALIFORNIA, RESPECTIVELY;
(L)
INITIAL RESERVE REPORT, FINANCIAL STATEMENTS AND
PRO FORMA
FINANCIAL STATEMENTS.
THE INITIAL RESERVE REPORT, THE AUDITED FINANCIAL
STATEMENTS, THE COMPANY'S
49
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE NINE MONTH PERIOD
ENDING SEPTEMBER 30, 2009, EACH IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT;
(M)
LIEN SEARCHES.
EVIDENCE OF THE RESULTS OF A RECENT LIEN SEARCH IN
EACH OF THE JURISDICTIONS IN WHICH UCC FINANCING STATEMENTS OR OTHER FILINGS OR
RECORDATIONS SHOULD BE MADE TO EVIDENCE OR PERFECT SECURITY INTERESTS IN ANY
ASSETS OF THE LOAN PARTIES, AND SUCH SEARCH SHALL REVEAL NO LIENS ON ANY OF THE
PROPERTY OF THE LOAN PARTIES, EXCEPT FOR PERMITTED LIENS;
(N)
MMS OPERATIONAL MATTERS.
EVIDENCE THAT THE COMPANY IS QUALIFIED
BY THE MINERALS MANAGEMENT SERVICE OF THE UNITED STATES DEPARTMENT OF INTERIOR
TO OPERATE ITS HYDROCARBON INTERESTS COMPRISED OF LEASES COVERING SUBMERGED
LANDS ON THE FEDERAL OUTER CONTINENTAL SHELF;
(O)
FILINGS, REGISTRATIONS AND RECORDINGS.
EACH DOCUMENT (INCLUDING,
WITHOUT LIMITATION, ANY UCC FINANCING STATEMENT) REQUIRED BY THE SECURITY
DOCUMENTS OR UNDER LAW OR REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT TO BE
FILED, REGISTERED OR RECORDED IN ORDER TO CREATE IN FAVOR OF THE ADMINISTRATIVE
AGENT, FOR THE BENEFIT OF THE LENDERS, A FIRST PRIORITY PERFECTED LIEN ON THE
COLLATERAL DESCRIBED IN ANY SECURITY DOCUMENT TO WHICH THE COMPANY OR ANY
GUARANTOR IS A PARTY, PRIOR AND SUPERIOR IN RIGHT TO ANY OTHER PERSON (OTHER
THAN WITH RESPECT TO PERMITTED LIENS (OTHER THAN LIENS DESCRIBED IN (J) OF SUCH
DEFINITION)), SHALL HAVE BEEN FILED, REGISTERED OR RECORDED OR SHALL HAVE BEEN
DELIVERED TO THE ADMINISTRATIVE AGENT IN PROPER FORM FOR FILING, REGISTRATION OR
RECORDATION;
(p)
Approvals.
All government and third party approvals (including
any consents) necessary in connection with continuing operations of the Company
and its Subsidiaries and the transactions contemplated by the Loan Documents
shall have been obtained and be in full force and effect, and all applicable
waiting