Common use of Conditions Precedent to Funding Clause in Contracts

Conditions Precedent to Funding. Lender shall not be obligated to make any loan available (other than advances under a Development Loan for which: (i) a conforming Request for Commitment has been submitted to Lender, (ii) the operations covered by such Request for Commitment are Development Operations set forth on Schedule 2.1(b), (iii) Borrower has commenced such Development Operations and (iv) has given Lender written notice thereof) unless the following conditions precedent have been satisfied. (a) There is no Event of Default, Unmatured Event of Default or Tax Claim under this Agreement, the Mortgage or any other Loan Document; (b) All of Borrower's representations and warranties made in any Loan Document shall be true and correct as if made on the date of such advance (except to the extent that the facts upon which such representation are based have been changed by the extension of credit hereunder); (c) Borrower shall have performed and complied with all agreements and conditions in the Loan Documents which are required to be performed or complied with by it on or prior to the date of such Loans; (d) No law, regulation, order, judgment or decree of any governmental authority is in effect or pending which shall enjoin, prohibit or restrain such loan or impose, or result in the imposition of, any adverse condition upon Lender; (e) Lender shall have received all documents and instruments which Lender has then reasonably requested as to, (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by the Borrower in any Loan Document, (ii) the satisfaction of all conditions contained herein or therein, and (iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Lender (in reasonable exercise of its discretion) in form, substance, and date; (f) Lender shall have received satisfactory due diligence analysis including, but not limited to, financial and operational data, title and environmental review, all such data to be provided by Borrower; and (g) Lender shall have received satisfactory information regarding existing gas sales and oil sales with respect to production of Hydrocarbons from or allocable to the Properties, which will include, for gas sales on a well-by-well basis, where applicable, transportation costs, gathering costs, processing costs, gas stream heating content, then-current market prices for gas of similar quality and copies of existing sales contracts and for oil sales, individual well specific gravity of produced oil, transportation costs, sulfur content, purchase bonuses, then-current market prices for oil of similar quality, and copies of existing sales contracts.

Conditions Precedent to Funding. Lender As conditions precedent to the issuance of Notes on the Funding Date, each of the following conditions shall not have been met on or before the Outside Date: (a) the Issuer shall deliver or cause to be obligated delivered to make any loan available (other than advances under a Development Loan for which: the Agent and Majority Holders the following documents, which must be satisfactory to the Majority Holders, each acting reasonably: (i) a conforming Request for Commitment has been submitted favorable opinion of the Issuer’s Counsel addressed to Lenderthe Agent and the Holders and relating to the Issuer and each Material Subsidiary, and the Note Documents to which they are party, the existence of all requisite approvals, non-conflict with laws, enforceability of the Note Documents, the creation and perfection of the Liens contemplated in the Security Documents and such other matters as may be reasonably requested by the Agent, the Majority Holders or their respective counsel; (ii) customary and satisfactory lien search results against the operations covered by such Request for Commitment are Development Operations set forth on Schedule 2.1(b), Issuer and the Subsidiaries and their assets in their jurisdiction of organization and each other reasonably requested jurisdiction; (iii) Borrower has commenced such Development Operations payment of all of the fees payable by the Issuer to the Agent, the Holders, Xxxxxxxx & Xxxxx LLP, Stikeman Elliott LLP and Xxxxxxx & Xxxxxxx LLP, as applicable, on the Funding Date as provided for herein or as agreed upon between the Agent, the Holders and the Issuer in all fee letter agreements between them; (iv) has given Lender written notice thereof) unless the following conditions precedent Agent and the Issuer shall have executed and delivered the Agency Fee Agreement and all fees which are then due and payable thereunder to the Agent for its own account shall have been satisfied.paid to the Agent by the Issuer; (av) There is no Event of Default, Unmatured Default or Event of Default or Tax Claim under this Agreementshall have occurred and be continuing and each of the representations and warranties set forth in Article 9 shall be true and correct in all material respects (provided that any such representations and warranties modified by materiality, the Mortgage Material Adverse Effect or any similar qualifier, shall be true and correct in all respects), in each case, as of the date of the Funding Date, and the Issuer shall have delivered to the Agent and the Holders an Officer’s Certificate certifying the same to the Agent and the Holders; (vi) the Security Documents and other Loan DocumentNote Documents shall have been fully executed and delivered, each in form and substance satisfactory the Holders and Holder’s counsel, each acting reasonably, and shall have been registered in all public offices where such registration is necessary or desirable to preserve, protect of perfect the Liens created thereby; (vii) the Agent and the Holders shall have received a pro forma Compliance Certificate (with determination of the Consolidated Senior Debt to Consolidated EBITDA Ratio as of March 31, 2018) from the Issuer, and the Majority Holders shall be satisfied with the same, acting reasonably; (viii) the Agent and the Holders shall have received pro forma financial forecasts of the Issuer and the Majority Holders shall be satisfied with the same, acting reasonably; (ix) the Agent and the Holders shall have received an Environmental Certificate from the Issuer, in form and substance satisfactory to the Majority Holders, acting reasonably; (x) the Agent and the Majority Holders shall have received all such other documentation and information reasonably requested from the Issuer and its Material Subsidiaries in connection with any AML/KYC Legislation as may be required in accordance with Section 18.7 hereof or as may be reasonably requested; (xi) the Agent and the Majority Holders shall have received an amendment to the Bank Facility permitting the transactions contemplated hereunder and giving effect to such other matters as the Majority Holders may reasonably request, in form and substance satisfactory to the Majority Holders, acting reasonably, (xii) the executed Intercreditor Agreement; (xiii) such other documents, consents, acknowledgements, security and perfection instrument and agreements as may be reasonably requested by the Majority Holders or their counsel; (xiv) a duly executed Conforming Warrant for each Initial Holder; and (xv) a Note Purchase Notice requesting the purchase of New Money Notes or exchange of Exchange Notes, as applicable; (b) All of Borrower's representations and warranties made The conditions set forth in any Loan Document Section 11.1 shall be true and correct as if made on the date of such advance (except to the extent that the facts upon which such representation are based have been changed by the extension of credit hereunder); (c) Borrower shall have performed and complied with all agreements and conditions in the Loan Documents which are required to be performed or complied with by it on or prior to the date of such Loans; (d) No law, regulation, order, judgment or decree of any governmental authority is in effect or pending which shall enjoin, prohibit or restrain such loan or impose, or result in the imposition of, any adverse condition upon Lender; (e) Lender shall have received all documents and instruments which Lender has then reasonably requested as to, (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by the Borrower in any Loan Document, (ii) the satisfaction of all conditions contained herein or therein, and (iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Lender (in reasonable exercise of its discretion) in form, substance, and date; (f) Lender shall have received satisfactory due diligence analysis including, but not limited to, financial and operational data, title and environmental review, all such data to be provided by Borrower; and (g) Lender shall have received satisfactory information regarding existing gas sales and oil sales with respect to production of Hydrocarbons from or allocable to the Properties, which will include, for gas sales on a well-by-well basis, where applicable, transportation costs, gathering costs, processing costs, gas stream heating content, then-current market prices for gas of similar quality and copies of existing sales contracts and for oil sales, individual well specific gravity of produced oil, transportation costs, sulfur content, purchase bonuses, then-current market prices for oil of similar quality, and copies of existing sales contractssatisfied.

Conditions Precedent to Funding. As a condition precedent to any obligation of the Lender shall not be obligated to make any loan available (other than advances under a Development Loan for which: (i) a conforming Request for Commitment has been submitted fund the Loans or to Lenderotherwise extend credit to the Debtors, (ii) the operations covered by such Request for Commitment are Development Operations set forth on Schedule 2.1(b), (iii) Borrower has commenced such Development Operations and (iv) has given Lender written notice thereof) unless the following conditions precedent must have been satisfied.: (a) There is no Event of Default, Unmatured Event of Default or Tax Claim under this Agreement, The Lender shall have received a loan request in accordance with Section 2.2 and all such other documents the Mortgage or any other Loan Document;Lender requires in connection with its commitment to make Loans. (b) All No Event of Borrower's representations Default shall have occurred and warranties made in any Loan Document shall be true and correct as if made on the date of continuing or would result from making such advance (except to the extent that the facts upon which such representation are based have been changed by the extension of credit hereunder)Loan; (c) Borrower No event of default shall have occurred under the Plan Support Agreement and such agreement shall not have been terminated in accordance with its terms; (d) The Debtors shall have performed and or complied with all agreements and conditions in the Loan Documents which are required set forth herein to be performed or complied with by it them on or prior to the date of such Loans; (d) No law, regulation, order, judgment or decree of any governmental authority is in effect or pending which shall enjoin, prohibit or restrain such loan or impose, or result in the imposition of, any adverse condition upon LenderLoan; (e) Lender shall have received all documents The representations and instruments which Lender has then reasonably requested as to, (i) warranties of the accuracy and validity of Debtors contained in this Agreement or compliance with all representations, warranties and covenants made by the Borrower in any other Loan Document, (ii) the satisfaction of all conditions contained herein or therein, and (iii) all other matters pertaining hereto and thereto. All such additional documents and instruments Document shall be satisfactory to Lender (true and complete in reasonable exercise of its discretion) in form, substance, and date;all material respects. (f) Lender The Interim DIP Order or, following the entry of the Final DIP Order, the Final DIP Order shall be in full force and effect, and shall not have received satisfactory due diligence analysis includingbeen stayed, but vacated, reversed or rescinded, and such order shall not limited tohave been amended or modified without the prior written consent of the Lender; (g) The purpose of the Loan shall be consistent with and for purposes permitted under the Budget and the Debtors shall, financial at the time of the delivery of any loan request pursuant to Section 2.2 hereof, have used for a purpose set forth in the Budget all cash on hand and operational data, title and environmental review, all such data to be provided by Borrowerany cash collateral; and (gh) Lender Other than the Bankruptcy Cases, there shall have received satisfactory information regarding existing gas sales and oil sales with respect to production of Hydrocarbons from exist no claim, action, suit, litigation, proceeding or allocable investigation pending in any court or before any arbitrator or Governmental Authority that relates to the Properties, which will include, Obligations. Each Request for gas sales a Loan submitted by the Debtors shall be deemed to be a representation and warranty that the conditions specified in this Article III have been satisfied on a well-by-well basis, where applicable, transportation costs, gathering costs, processing costs, gas stream heating content, then-current market prices for gas and as of similar quality and copies the date of existing sales contracts and for oil sales, individual well specific gravity of produced oil, transportation costs, sulfur content, purchase bonuses, then-current market prices for oil of similar quality, and copies of existing sales contractsthe applicable Loan.

Conditions Precedent to Funding. The obligation of each Lender shall not be obligated to make any loan available its Pro Rata Share of the Borrowing hereunder is subject to the satisfaction (other than advances under a Development Loan for which: (ior waiver in accordance with Section 10.01) a conforming Request for Commitment has been submitted to Lender, (ii) the operations covered by such Request for Commitment are Development Operations set forth on Schedule 2.1(b), (iii) Borrower has commenced such Development Operations and (iv) has given Lender written notice thereof) unless of the following conditions precedent have been satisfied.precedent: (a) There is no Event of Default, Unmatured Event of Default or Tax Claim under this Agreement, The Administrative Agent shall have received a Note executed by the Mortgage or any other Loan Document;Borrower for each Lender that has requested a Note. (b) All of Borrower's The representations and warranties made of the Borrower set forth in any Loan Document Article V shall be true and correct as if made on the date of such advance (except immediately before and after giving effect to the extent that Borrowing and the facts upon which such representation are based have been changed by consummation of the extension of credit hereunder);Acquisition. (c) Borrower Immediately before and after giving effect to the Borrowing and the consummation of the Acquisition, no Default or Event of Default shall have performed occurred and complied with all agreements and conditions in the Loan Documents which are required to be performed or complied with by it on or prior to the date of such Loans;continuing. (d) No law, regulation, order, judgment or decree of any governmental authority is in effect or pending which shall enjoin, prohibit or restrain such loan or impose, or result in the imposition of, any adverse condition upon Lender; (e) Lender shall have received all documents and instruments which Lender has then reasonably requested as to, (i) The Acquisition shall be consummated on the accuracy and validity of or Funding Date concurrently with the Borrowing, in compliance with all representations, warranties and covenants made by the Borrower in any Loan Document, material applicable Laws; (ii) all third party approvals required for consummation of the satisfaction Acquisition have been obtained, except such approvals the failure of all conditions contained herein or therein, and which to obtain would not have a Material Adverse Effect; (iii) all other matters pertaining hereto necessary material consents and thereto. All such additional documents approvals of and instruments shall be satisfactory to Lender (in reasonable exercise of its discretion) in form, substancefilings and registration with, and date; (f) Lender shall have received satisfactory due diligence analysis including, but not limited to, financial and operational data, title and environmental reviewall other material actions in respect of, all Governmental Authorities required for the consummation of the Acquisition have been obtained, given, filed or taken and are in full force and all waiting periods relating thereto have expired without, in any such data to be provided case, any action being taken by Borrowerany Governmental Authority which restrains, prevents or imposes any materially adverse condition upon the consummation of the Acquisition; and and (giv) Lender shall have received satisfactory information regarding existing gas sales and oil sales there does not exist any judgment, order, injunction or other restraint issued or filed with respect to production the making of Hydrocarbons from the Borrowing or allocable to the Properties, which will include, for gas sales on a well-by-well basis, where applicable, transportation costs, gathering costs, processing costs, gas stream heating content, then-current market prices for gas consummation of similar quality and copies of existing sales contracts and for oil sales, individual well specific gravity of produced oil, transportation costs, sulfur content, purchase bonuses, then-current market prices for oil of similar quality, and copies of existing sales contractsthe Acquisition.