OTHER LOAN
DOCUMENTS SHALL BE TRUE AND CORRECT ON AND AS OF THE DATE OF SUCH BORROWING OR
THE DATE OF ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION OF SUCH LETTER OF CREDIT,
AS APPLICABLE, EXCEPT TO THE EXTENT ANY SUCH REPRESENTATIONS AND WARRANTIES ARE
EXPRESSLY LIMITED TO AN EARLIER DATE, IN WHICH CASE, ON AND AS OF THE DATE OF
SUCH BORROWING OR THE DATE OF ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION OF SUCH
LETTER OF CREDIT, AS APPLICABLE, SUCH REPRESENTATIONS AND WARRANTIES SHALL
CONTINUE TO BE TRUE AND CORRECT AS OF SUCH SPECIFIED EARLIER DATE.
(D)
THE MAKING OF SUCH LOAN OR THE ISSUANCE,
AMENDMENT, RENEWAL OR EXTENSION OF SUCH LETTER OF CREDIT, AS APPLICABLE, WOULD
NOT CONFLICT WITH, OR CAUSE ANY LENDER OR THE ISSUING BANK TO VIOLATE OR EXCEED,
ANY APPLICABLE GOVERNMENTAL REQUIREMENT, AND NO CHANGE IN LAW SHALL HAVE
OCCURRED, AND NO LITIGATION SHALL BE PENDING OR THREATENED, WHICH DOES OR, WITH
RESPECT TO ANY THREATENED LITIGATION, SEEKS TO, ENJOIN, PROHIBIT OR RESTRAIN,
THE MAKING OR REPAYMENT OF ANY LOAN, THE ISSUANCE, AMENDMENT, RENEWAL, EXTENSION
OR REPAYMENT OF ANY LETTER OF CREDIT OR ANY PARTICIPATIONS THEREIN OR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT.
(E)
THE RECEIPT BY THE ADMINISTRATIVE AGENT OF
A BORROWING REQUEST IN ACCORDANCE WITH SECTION 2.03 OR A REQUEST FOR A LETTER OF
CREDIT IN ACCORDANCE WITH SECTION 2.08(B), AS APPLICABLE.
Each request for a Borrowing and each request for the issuance, amendment,
renewal or extension of any Letter of Credit shall be deemed to constitute a
representation and warranty by the Borrower on the date thereof as to the
matters specified in Section 6.02(a) through (e).
SECTION 6.03.
EFFECTIVENESS OF BORROWING BASE
INCREASE.
THE INCREASE OF THE BORROWING BASE TO $150,000,000 CONTEMPLATED BY
SECTION 2.07(A) SHALL BECOME EFFECTIVE ON THE DATE ON WHICH EACH OF THE
FOLLOWING CONDITIONS IS SATISFIED (OR WAIVED IN ACCORDANCE WITH SECTION 12.02):
(A)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A BORROWING BASE INCREASE FEE IN THE AMOUNT OF $79,000 (FOR THE BENEFIT
OF WACHOVIA BANK, NATIONAL ASSOCIATION AND THE BANK OF NOVA SCOTIA).
(B)
BORROWER OR VANGUARD PREMIUM SHALL HAVE
DELIVERED TO THE ADMINISTRATIVE AGENT TITLE INFORMATION AND DATA ACCEPTABLE TO
THE ADMINISTRATIVE AGENT RELATING TITLE TO THE APACHE PROPERTIES.
THESE TITLE
ASSURANCES SHALL INCLUDE SUCH POST CLOSING TITLE WORK AS ADMINISTRATIVE AGENT
MAY REQUEST.
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED FROM VANGUARD PERMIAN DULY EXECUTED COUNTERPARTS (IN SUCH NUMBER AS MAY
BE REQUESTED BY THE ADMINISTRATIVE AGENT) OF THE APACHE AFFIDAVIT OF PAYMENT OF
TRADE BILLS.
SECTION 6.04.
CERTAIN MATTERS TO BE COMPLETED AFTER
CLOSING.
THE PARTIES AGREE THAT THE MATTERS DESCRIBED BELOW IN THIS
SECTION 6.04 SHALL BE COMPLETED TO THE SATISFACTION OF THE
49
ADMINISTRATIVE AGENT ON THE DATES SPECIFIED BELOW FOR EACH ITEM, OR ELSE AN
EVENT OF DEFAULT SHALL BE DEEMED TO HAVE OCCURRED WITH RESPECT TO THAT
PARTICULAR ITEM UNDER SECTION 10.01(D) WITH NO FURTHER GRACE PERIOD BEING
APPLICABLE:
(A)
ON OR BEFORE