Conditions Precedent This Eighth Amendment shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement) (the “Eighth Amendment Effective Date”): 4.1 The Administrative Agent shall have received (a) from the Required Lenders, the Borrower and the Guarantors, counterparts (in such number as may be requested by the Administrative Agent) of this Eighth Amendment signed on behalf of such Person and (b) from the Borrower and the Guarantors, counterparts (in such number as may be requested by the Administrative Agent) of amendments to each of the Pledge Agreement and Security Agreement signed on behalf of such Person. 4.2 The Administrative Agent shall have received from the Second Lien Administrative Agent, the Borrower and the Guarantors, counterparts (in such number as may be requested by the Administrative Agent) of the Second Lien Intercreditor Agreement signed on behalf of such Person. 4.3 The “Effective Date” under and as defined in the Second Lien Credit Agreement shall have occurred (or shall occur substantially concurrently with the Eighth Amendment Effective Date). 4.4 The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying (a) that the Second Lien Loans, Second Lien Credit Agreement and the other Second Lien Loan Documents satisfy each of the requirements set forth in Section 9.02(i) and Section 9.03(e) of the Credit Agreement and (b) that attached thereto is a true, correct and complete copy of each of the Second Lien Credit Agreement and the other Second Lien Loan Documents. 4.5 The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the Eighth Amendment Effective Date (including fees and expenses invoiced by Xxxx Xxxxxxxx LLP prior to the Eighth Amendment Effective Date). 4.6 The Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, satisfactory title information on at least 80% of the total value of the Oil and Gas Properties of the Borrower and the Subsidiaries evaluated in the most recently delivered Reserve Report. 4.7 The Administrative Agent shall have received duly executed and notarized deeds of trust or mortgages or supplements to existing deeds of trust or mortgages in form satisfactory to the Administrative Agent, to the extent necessary so that the Mortgaged Properties represent at least 95% of the total value of the Oil and Gas Properties of the Borrower and the Subsidiaries evaluated in the most recently delivered Reserve Report. 4.8 The Administrative Agent shall have received a Control Agreement with respect to each of the Obligors’ Deposit Accounts, Securities Accounts and Commodity Accounts (other than Excluded Accounts) set forth on Schedule 7.25 attached hereto. 4.9 The Administrative Agent shall have received a prepayment of outstanding Borrowings in an aggregate principal amount of at least $60,000,000. 4.10 No Default shall have occurred and be continuing as of the Eighth Amendment Effective Date. 4.11 The Administrative Agent shall have received such other documents as the Administrative Agent or its counsel may reasonably require. The Administrative Agent is hereby authorized and directed to declare this Eighth Amendment to be effective and to declare the occurrence of the Eighth Amendment Effective Date when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 4 or the waiver of such conditions as permitted in Section 12.02 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.