THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THE INITIAL RESERVE
REPORT, THE AUDITED FINANCIAL STATEMENTS AND THE PRO FORMA BALANCE SHEET, EACH
IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT;
56
(M)
LIEN SEARCHES.
THE ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED 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 BORROWER OR
ANY GUARANTOR, AND SUCH SEARCH SHALL REVEAL NO LIENS ON ANY OF THE PROPERTY OF
THE BORROWER OR ANY GUARANTOR, EXCEPT FOR PERMITTED LIENS;
(N)
MMS OPERATIONAL MATTERS.
THE ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED EVIDENCE THAT THE BORROWER 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 COLLATERAL TRUSTEE, FOR THE BENEFIT OF THE SECURED PARTIES, A
SECOND PRIORITY PERFECTED LIEN ON THE SHARING COLLATERAL DESCRIBED IN ANY
SECURITY DOCUMENT TO WHICH THE BORROWER OR ANY GUARANTOR IS (OR, UPON
CONSUMMATION OF A SPECIFIED ACQUISITION 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;
(P)
APPROVALS.
ALL GOVERNMENT AND THIRD PARTY
APPROVALS (INCLUDING ANY CONSENTS) NECESSARY IN CONNECTION WITH THE CONTINUING
OPERATIONS OF THE BORROWER AND ITS SUBSIDIARIES AND THE TRANSACTIONS
CONTEMPLATED HEREBY 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 FINANCING CONTEMPLATED HEREBY;
(Q)
SOLVENCY.
A CERTIFICATE FROM A RESPONSIBLE
OFFICER OF THE BORROWER CERTIFYING THAT, ON A CONSOLIDATED BASIS, AS OF THE
CLOSING DATE, AND AFTER GIVING EFFECT TO THE TRANSACTIONS CONTEMPLATED HEREBY,
INCLUDING THE CONSUMMATION OF THE SPECIFIED ACQUISITIONS, THE BORROWER AND ITS
SUBSIDIARIES ARE AND WILL BE SOLVENT;
(R)
PLEDGED STOCK; STOCK POWERS;
ACKNOWLEDGMENT AND CONSENT; PLEDGED NOTES.
THE FIRST LIEN CREDIT AGENT, ON
BEHALF OF ITSELF, FOR THE BENEFIT OF THE FIRST LIEN SECURED PARTIES, AND AS
AGENT AND BAILEE FOR THE COLLATERAL TRUSTEE, FOR THE BENEFIT OF THE SECURED
PARTIES, SHALL HAVE RECEIVED (I) THE CERTIFICATES REPRESENTING THE SHARES OF
CAPITAL STOCK OF THE BORROWER'S SUBSIDIARIES PLEDGED PURSUANT TO THE SECURITY
AGREEMENT, TOGETHER WITH AN UNDATED STOCK POWER FOR EACH SUCH CERTIFICATE
EXECUTED IN BLANK BY A DULY AUTHORIZED OFFICER OF THE PLEDGOR THEREOF, AND
(II) EACH PROMISSORY NOTE PLEDGED BY THE BORROWER AND THE GUARANTORS PURSUANT TO
THE SECURITY AGREEMENT ENDORSED