BUSINESS
REQUIRES SUCH QUALIFICATION, IN EACH CASE AS OF A RECENT DATE;
(E)
PAYMENT OF FEES.
THE AGENTS AND THE
LENDERS SHALL HAVE RECEIVED ALL FEES REQUIRED TO BE PAID, AND ALL EXPENSES FOR
WHICH INVOICES HAVE BEEN PRESENTED (INCLUDING REASONABLE FEES, DISBURSEMENTS AND
OTHER CHARGES OF COUNSEL TO THE AGENTS), ON OR BEFORE
55
THE CLOSING DATE.
ALL SUCH AMOUNTS WILL BE PAID WITH PROCEEDS OF LOANS MADE ON
THE CLOSING DATE AND WILL BE REFLECTED IN THE FUNDING INSTRUCTIONS GIVEN BY THE
BORROWER TO THE ADMINISTRATIVE AGENT ON OR BEFORE THE CLOSING DATE.
(F)
CERTIFICATE.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED A CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF EACH LOAN
PARTY, DATED AS OF THE CLOSING DATE, STATING THAT (I) THE REPRESENTATIONS AND
WARRANTIES CONTAINED HEREIN ARE TRUE AND CORRECT ON AND AS OF THE CLOSING DATE,
AS THOUGH MADE ON AND AS OF SUCH DATE; (II) NO LITIGATION IS PENDING OR
THREATENED AGAINST THE BORROWER OR ANY SUBSIDIARY IN WHICH THERE IS A REASONABLE
PROBABILITY OF AN ADVERSE DECISION WHICH WOULD RESULT IN A MATERIAL ADVERSE
EFFECT; AND (III) THERE HAS OCCURRED NO EVENT OR CIRCUMSTANCE THAT HAS RESULTED
OR WOULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT SINCE
DECEMBER 31, 2006;
(G)
TITLE.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED EVIDENCE THAT THE BORROWER AND ITS SUBSIDIARIES HAVE, AND UPON THE
CONSUMMATION OF ANY SPECIFIED ACQUISITION WILL HAVE, GOOD AND MARKETABLE TITLE
ON AT LEAST 85% OF THE PV 10 VALUE OF THE LOAN PARTIES' OIL AND GAS PROPERTIES
SUBJECT TO NO OTHER LIENS, OTHER THAN PERMITTED LIENS, EVIDENCED BY TITLE
INFORMATION SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE LENDERS;
(H)
ENVIRONMENTAL.
THE ADMINISTRATIVE AGENT
SHALL HAVE COMPLETED A REVIEW SATISFACTORY TO THE ADMINISTRATIVE AGENT OF
CURRENT PUBLIC ENVIRONMENTAL DATA SOURCES, REGISTERS AND LISTS REGARDING THE
BORROWER, EACH GUARANTOR AND EACH RESTRICTED SUBSIDIARY AND THEIR RESPECTIVE OIL
AND GAS PROPERTIES AND THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL BE
SATISFIED WITH ALL ENVIRONMENTAL MATTERS;
(I)
INSURANCE CERTIFICATES.
THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED INSURANCE CERTIFICATES IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, FROM THE
BORROWER'S INSURANCE CARRIERS REFLECTING THE CURRENT INSURANCE 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.
THE ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED SUCH OTHER APPROVALS, OPINIONS, DOCUMENTS OR MATERIALS
AS THE ADMINISTRATIVE AGENT OR ANY LENDER MAY REQUEST, INCLUDING THOSE IN
CONNECTION WITH THE SPECIFIED ACQUISITIONS;
(K)
OPINIONS OF COUNSEL.
THE ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED THE EXECUTED LEGAL OPINION OF (I)
BRACEWELL &
GIULIANI LLP, (II) DAVIS GRAHAM & STUBBS LLP AND (III) DOWNEY BRAND LLP, IN EACH
CASE AS THE ADMINISTRATIVE AGENT MAY REQUIRE IN FORM AND SUBSTANCE SATISFACTORY
TO THE ADMINISTRATIVE AGENT.
(L)
INITIAL RESERVE REPORT AND FINANCIAL
STATEMENTS.