WITH RESPECT TO SUCH LETTER OF CREDIT, THE LENDER SHALL, WITHIN 30 DAYS
AFTER SUCH CANCELLATION OR THE MAKING OF SUCH PAYMENT, REBATE TO THE BORROWERS
THE UNEARNED PORTION OF SUCH FEE. THE BORROWER ALSO AGREES TO PAY TO THE LENDER
ON DEMAND ITS CUSTOMARY LETTER OF CREDIT TRANSACTIONAL FEES, INCLUDING, WITHOUT
LIMITATION, AMENDMENT FEES, PAYABLE WITH RESPECT TO EACH LETTER OF CREDIT.
ARTICLE III
CONDITIONS
The obligations of the Lender to enter into this Agreement and to make Loans and
issue Letters of Credit are subject to the satisfaction of the following
conditions precedent:
3.1
RECEIPT OF LOAN DOCUMENTS AND OTHER ITEMS
THE LENDER SHALL HAVE NO OBLIGATION UNDER THIS AGREEMENT UNLESS AND UNTIL ALL
MATTERS INCIDENT TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN,
INCLUDING, WITHOUT LIMITATION, THE REVIEW BY THE LENDER OR ITS COUNSEL OF THE
TITLE OF THE BORROWERS TO THEIR OIL AND GAS PROPERTIES, SHALL BE SATISFACTORY TO
THE LENDER, AND THE LENDER SHALL HAVE RECEIVED, REVIEWED, AND APPROVED THE
FOLLOWING DOCUMENTS AND OTHER ITEMS, APPROPRIATELY EXECUTED WHEN NECESSARY AND,
WHERE APPLICABLE, ACKNOWLEDGED BY ONE OR MORE RESPONSIBLE OFFICERS OF THE
BORROWER, ALL IN FORM AND SUBSTANCE SATISFACTORY TO THE LENDER AND DATED, WHERE
APPLICABLE, OF EVEN DATE HEREWITH OR A DATE PRIOR THERETO AND ACCEPTABLE TO THE
LENDER:
(A)
MULTIPLE COUNTERPARTS OF THIS AGREEMENT AS
REQUESTED BY THE LENDER;
(B)
THE NOTE;
(C)
COPIES OF THE GOVERNING DOCUMENTS AND ALL
AMENDMENTS THERETO OF EACH BORROWER AND GUARANTOR ACCOMPANIED BY A CERTIFICATE
ISSUED BY THE SECRETARY OR AN ASSISTANT SECRETARY OF EACH BORROWER TO THE EFFECT
THAT EACH SUCH COPY IS CORRECT AND COMPLETE;
(D)
CERTIFICATES OF INCUMBENCY AND SIGNATURES OF
ALL RESPONSIBLE OFFICERS OF EACH BORROWER AND GUARANTOR WHO ARE AUTHORIZED TO
EXECUTE LOAN DOCUMENTS ON BEHALF OF SUCH ENTITY EACH SUCH CERTIFICATE BEING
EXECUTED BY A RESPONSIBLE OFFICER OF EACH BORROWER;
(E)
COPIES OF CORPORATE OR COMPANY RESOLUTIONS
APPROVING THE LOAN DOCUMENTS AND AUTHORIZING THE TRANSACTIONS CONTEMPLATED
HEREIN AND THEREIN, DULY ADOPTED BY THE GOVERNING BODY OF EACH BORROWER AND
GUARANTOR ACCOMPANIED BY CERTIFICATES OF THE SECRETARY OR AN ASSISTANT SECRETARY
OF EACH BORROWER TO THE EFFECT THAT SUCH COPIES ARE TRUE AND CORRECT COPIES OF
RESOLUTIONS DULY ADOPTED AT A MEETING OR BY UNANIMOUS CONSENT OF THE GOVERNING
BODY OF EACH BORROWER AND THAT SUCH RESOLUTIONS
21
CONSTITUTE ALL THE RESOLUTIONS ADOPTED WITH RESPECT TO SUCH TRANSACTIONS, HAVE
NOT BEEN AMENDED, MODIFIED, OR REVOKED IN ANY RESPECT, AND ARE IN FULL FORCE AND
EFFECT AS OF THE DATE OF SUCH CERTIFICATE;
(F)
MULTIPLE COUNTERPARTS, AS REQUESTED BY
THE LENDER, OF THE FOLLOWING SECURITY INSTRUMENTS CREATING, EVIDENCING,
PERFECTING, AND OTHERWISE ESTABLISHING LIENS IN FAVOR OF THE LENDER IN AND TO
THE COLLATERAL OR OTHER ITEMS DESCRIBED BELOW OTHERWISE SECURING THE
OBLIGATIONS:
(I)
(A) MORTGAGE, DEED OF TRUST, INDENTURE,
SECURITY AGREEMENT, ASSIGNMENT OF PRODUCTION, AND FINANCING STATEMENT EXECUTED
BY THE CYMRI AND (B) ACT OF MORTGAGE AND SECURITY AGREEMENT EXECUTED BY TRIUMPH,
COLLECTIVELY, COVERING NOT LESS THAN 90% OF THE VALUE OF ALL