MORTGAGES FILED OR TO BE FILED IN TEXAS AND CALIFORNIA,
RESPECTIVELY;
(M)
TEXCAL ACQUISITION.
(I) EVIDENCE THAT ALL CONDITIONS PRECEDENT
UNDER THE TEXCAL ACQUISITION AGREEMENT OTHER THAN PAYMENT OF THE "CLOSING DATE
MERGER CONSIDERATION" (AS DEFINED THEREIN) HAVE BEEN SATISFIED OR WAIVED BY ALL
PARTIES THERETO; AND (II) TRUE AND CORRECT COPIES (IN A FORM REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT), CERTIFIED AS TO AUTHENTICITY BY A
RESPONSIBLE OFFICER OF THE COMPANY, OF THE TEXCAL ACQUISITION DOCUMENTATION;
(N)
INITIAL RESERVE REPORT, TEXCAL RESERVE REPORT, FINANCIAL
STATEMENTS AND
PRO FORMA FINANCIAL STATEMENTS.
THE INITIAL RESERVE REPORT, THE
TEXCAL RESERVE REPORT, THE AUDITED FINANCIAL STATEMENTS, THE COMPANY'S UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE FISCAL YEAR ENDED DECEMBER
31, 2005, THE TEXCAL AUDITED FINANCIAL STATEMENTS AND THE PRO FORMA FINANCIAL
STATEMENTS, EACH IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT;
(O)
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 COMPANY, ANY ORIGINAL GUARANTOR OR ANY TEXCAL SUBSIDIARY, AND SUCH
SEARCH SHALL REVEAL NO LIENS ON ANY OF THE PROPERTY OF THE COMPANY, ANY ORIGINAL
GUARANTOR OR ANY TEXCAL SUBSIDIARY, EXCEPT FOR PERMITTED LIENS;
(P)
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;
(Q)
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 COLLATERAL
TRUSTEE, FOR THE BENEFIT OF THE SECURED PARTIES, A SECOND PRIORITY PERFECTED
LIEN ON THE SHARED COLLATERAL DESCRIBED IN ANY SECURITY DOCUMENT TO WHICH THE
COMPANY OR ANY ORIGINAL GUARANTOR IS (OR, UPON CONSUMMATION OF THE TEXCAL
ACQUISITION, ANY TEX CAL SUBSIDIARY WILL BE) A PARTY, PRIOR AND SUPERIOR IN
RIGHT TO ANY OTHER PERSON (OTHER THAN WITH RESPECT TO PERMITTED LIENS), SHALL
HAVE BEEN FILED, REGISTERED OR RECORDED OR SHALL HAVE BEEN DELIVERED TO THE
COLLATERAL TRUSTEE IN PROPER FORM FOR FILING, REGISTRATION OR RECORDATION;
(R)
APPROVALS.
ALL GOVERNMENT AND THIRD PARTY APPROVALS (INCLUDING
ANY CONSENTS) NECESSARY IN CONNECTION WITH THE TEXCAL ACQUISITION, THE
CONTINUING OPERATIONS OF THE COMPANY AND ITS SUBSIDIARIES AND THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS SHALL HAVE BEEN OBTAINED AND BE IN
FULL FORCE AND EFFECT, AND ALL APPLICABLE WAITING PERIODS SHALL HAVE EXPIRED
WITHOUT ANY ACTION BEING TAKEN OR THREATENED BY ANY COMPETENT AUTHORITY WHICH
WOULD RESTRAIN, PREVENT OR OTHERWISE IMPOSE ADVERSE CONDITIONS ON THE TEXCAL
ACQUISITION OR THE FINANCING CONTEMPLATED HEREBY;
42
(S)
SOLVENCY.
A CERTIFICATE FROM A RESPONSIBLE OFFICER OF THE COMPANY
CERTIFYING THAT, ON A CONSOLIDATED BASIS, THE COMPANY AND ITS SUBSIDIARIES (I)
AS OF THE EFFECTIVE TIME, ARE, AND