Common use of Conditions to Commitment Clause in Contracts

Conditions to Commitment. Notwithstanding anything in this Commitment Letter, the Fee Letter, the Loan Documents or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the contrary: (a) the only conditions to each respective Lender’s Commitments hereunder and the availability and funding of the Senior Facility on the Closing Date are those set forth in Section 6.01 of the Credit Agreement, and upon satisfaction (or waiver by the Lenders) of such conditions, each of the Administrative Agent, the Commitment Parties and the Lenders will execute and deliver the Loan Documents to which it is a party and the initial funding of the Senior Facility shall occur; it being understood and agreed that there are no other conditions (implied or otherwise) to the commitments hereunder or to the availability and funding of the Senior Facility on the Closing Date, including compliance with the terms of this Commitment Letter, the Fee Letter or the Loan Documents (other than the conditions set forth in Section 6.01 of the Credit Agreement); (b) the only representations and warranties the accuracy of which shall be a condition to the availability and funding of the Senior Facility on the Closing Date shall be the Specified Representations (as defined below); and (c) the terms of the Loan Documents and any closing deliverables shall be on terms and conditions substantially similar to, and no less favorable to the Borrower in any respect than, the documentation governing the Prepetition RBL Facility immediately prior to the Closing Date, and in a form such that they do not impair the availability or funding of the Senior Facility on the Closing Date if the conditions set forth in Section 6.01 of the Credit Agreement are satisfied (or waived by the Lenders) (it being understood that, to the extent that any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than any security interest in any Collateral which may be perfected by the filing of a financing statement under the Uniform Commercial Code or the delivery of equity certificates (and related equity powers) of the Loan Parties that are part of the Collateral, after the Borrower’s use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral (including, for the avoidance of doubt, deposit accounts and securities accounts) shall not constitute a condition precedent to the availability of, the Lenders’ committed amount of the Senior Facility on the Closing Date, but instead shall be required to be delivered and/or perfected after the Closing Date within 45 days following the Closing Date (or such later date as may be reasonably agreed between the Administrative Agent and the Borrower); provided that, notwithstanding the foregoing, the Loan Parties shall deliver to the Administrative Agent on the Closing Date executed real property mortgages encumbering substantially all oil and gas properties of the Loan Properties, including not less than 95% of the PV-9 value of the oil and gas properties evaluated in the Initial Reserve Report (as defined in the Credit Agreement).

Conditions to Commitment. Notwithstanding anything (a) The agreement and commitment of each Commitment Party under paragraph (a) of Clause 2 (Commitment) in this Commitment Letter, the Fee Letter, the Loan Documents or any other letter agreement or other undertaking concerning the financing respect of the transactions contemplated hereby to the contraryFacilities is subject only to: (i) execution of the Senior Facilities Agreement; and (ii) (as a condition to initial funding under the Senior Facilities Agreement and subject to Clause 4 (Confirmation as to certainty of Finance)): (A) delivery of the documentary conditions precedent specified in the row entitled ‘Initial Conditions Precedent’ in the Term Sheet or (as the case may be) the requirement for delivery being satisfied or waived in accordance with the terms of the Senior Facilities Agreement; and (B) satisfaction or waiver of the conditions specified in the row entitled “Utilisation conditions – Utilisations during the Certain Funds Period” in the Term Sheet or (as the case may be) the requirement for satisfaction being waived in accordance with the terms of the Senior Facilities Agreement. (b) Save as expressly set out in paragraphs (a) above, there are no other conditions, implied or otherwise, to the only conditions to each respective Lender’s Commitments hereunder commitments given by, and the availability obligations of, the Commitment Parties under the Commitment Documents, including, without limitation, with respect to their establishment, providing and funding of the Senior Facility on Facilities. (c) For the Closing Date are those avoidance of doubt and notwithstanding any provision to the contrary in any Commitment Document, each Commitment Party confirms and agrees that its agreement, commitment and obligation to arrange, manage, implement, establish and provide the Interim Facilities is subject only to the conditions set forth out in Section 6.01 paragraph (a) of Clause 4.3 (Certain funds) of the Credit AgreementInterim Facilities Agreement and (without prejudice to the foregoing): (i) there are no other conditions, implied or otherwise, to the commitments given by, and upon satisfaction (or waiver by the Lenders) of such conditions, each of the Administrative Agentobligations of, the Commitment Parties and under or in connection with the Lenders will execute and deliver the Loan Documents Interim Facilities (including, without limitation, with respect to which it is a party and the initial their funding of the Senior Facility shall occur; it being understood and agreed that there are no other conditions (implied or otherwise) to the commitments hereunder or to the availability and funding of the Senior Facility on the Closing Date, including compliance with the terms of this Commitment Letter, the Fee Letter or the Loan Documents (other than the conditions set forth in Section 6.01 of the Credit Agreement); (b) the only representations and warranties the accuracy of which shall be a condition to the availability and funding of the Senior Facility on the Closing Date shall be the Specified Representations (as defined belowInterim Facilities); and (cii) nothing in any other Commitment Document (including, without limitation, any breach or termination of any Commitment Document (other than any applicable provision of the Interim Facilities Agreement constituting a Major Event of Default thereunder (and as defined therein)) or any failure to agree the Senior Facilities Agreement (or any other Facilities Documents or other documents) pursuant to the Commitment Documents) shall prevent any Commitment Party from funding, participating or making available the Interim Facilities in accordance with the terms of the Loan Documents Interim Facilities Agreement. (d) Each Commitment Party irrevocably and any closing deliverables shall be on terms unconditionally confirms and conditions substantially similar to, and no less favorable agrees to the Borrower in any respect than, the documentation governing the Prepetition RBL Facility immediately prior to the Closing Date, and in a form such that they do not impair the availability or funding terms of the Senior Facility on the Closing Date if the conditions set forth in Section 6.01 of the Credit Agreement are satisfied (or waived by the Lenders) (it being understood that, to the extent that any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than any security interest in any Collateral which may be perfected by the filing of a financing statement under the Uniform Commercial Code or the delivery of equity certificates (and related equity powers) of the Loan Parties that are part of the Collateral, after the Borrower’s use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral (including, for the avoidance of doubt, deposit accounts and securities accounts) shall not constitute a condition precedent to the availability of, the Lenders’ committed amount of the Senior Facility on the Closing Date, but instead shall be required to be delivered and/or perfected after the Closing Date within 45 days following the Closing Date (or such later date as may be reasonably agreed between the Administrative Agent and the Borrower); provided that, notwithstanding the foregoing, the Loan Parties shall deliver to the Administrative Agent on the Closing Date executed real property mortgages encumbering substantially all oil and gas properties of the Loan Properties, including not less than 95% of the PV-9 value of the oil and gas properties evaluated in the Initial Reserve Report (as defined in the Credit Agreement)CP Satisfaction Letter.

Conditions to Commitment. Notwithstanding anything in this The Commitment Letter, the Fee Letter, the Loan Documents or any other letter agreement or other undertaking concerning the financing and undertakings of the transactions contemplated hereby Commitment Parties hereunder are subject solely to the contrary: (a) with respect to the only conditions Term A Facility (but not the commitment to each respective Lender’s Commitments hereunder and provide the availability and funding Interim Facilities or the rights or obligations of the Senior Facility on parties under the Closing Date are those Interim Facilities Agreement or the agreement of any Commitment Party to perform the services under the Interim Facilities Agreement), the conditions set forth in Section 6.01 the sections entitled “Conditions to Closing and Initial Extensions of Credit” in the Term Sheet, and (b) with respect to the Interim Facilities Agreement, paragraph (a) of clause 3.1 (Conditions Precedent) of the Credit Interim Facilities Agreement (together with clause 3.2 (Certain Funds Period) of the Interim Facilities Agreement, and collectively, the “Certain Funds Provisions”); and, upon satisfaction (or waiver by the LendersCommitment Parties) of such conditionsconditions and request for funding by the Borrower, each of the Administrative Agent, the Commitment Parties and the Lenders will execute and deliver the Loan Documents to which it is a party and the initial funding of the Senior Term A Facility and/or the Interim Facilities shall occur; it being understood and agreed that there are no other conditions (implied or otherwise) to the commitments hereunder, including compliance with the terms of this Commitment Letter, the Interim Facilities Agreement, the Fee Letter and the Financing Documentation and the Interim Finance Documents (as defined in the Interim Facilities Agreement). The commitments of the Commitment Parties hereunder or to fund and/or make available the Interim Facilities are subject solely to the availability conditions set forth in the Interim Facilities Agreement (and shall not, for the avoidance of doubt, be subject to any of the conditions set forth in clause (a) of the preceding paragraph, including without limitation the Certain Funds Provisions), and upon satisfaction (or waiver by the Commitment Parties) of such conditions, the initial funding of the Senior Facility on Interim Facilities shall occur in accordance with the Closing DateInterim Facilities Agreement; it being understood and agreed that there are no other conditions (implied or otherwise) to the commitments made available under the Interim Facilities Agreement, including compliance with the terms of this Commitment Letter, the Fee Letter and/or the Financing Documentation. We further refer to the letter, dated on or around the Loan Documents date of this Commitment Letter, relating to the documentary conditions precedent set out in Schedule 3 (other than the conditions set forth in Section 6.01 Conditions Precedent) of the Credit AgreementInterim Facilities Agreement (as such letter may be amended, amended and restated, supplemented, modified or replaced from time to time, the “Interim CP Satisfaction Letter”); . The terms and conditions of the Interim CP Satisfaction Letter shall continue and apply for the purposes of paragraph (a) of clause 3.1 (Conditions Precedent) of the Interim Facilities Agreement and the Financing Documentation once executed and accordingly, we confirm (in our various capacities under the Interim Facilities Agreement and Financing Documentation) that (a) all the documents and evidence referred to in paragraph 2.2(a) of the Interim CP Satisfaction Letter (i) are in form and substance satisfactory to us and (ii) for the purposes of the Financing Documentation, will be accepted by us in satisfaction of the equivalent conditions precedent in the Financing Documentation to those set out in the Interim Facilities Agreement on the date of execution of the Financing Documentation and (b) all the only representations documents and warranties evidence referred to in paragraph 2.2(b) of the accuracy of which Interim CP Satisfaction Letter (i) are in an agreed form and (ii) once executed and/or delivered in such agreed form, as the case may be, by you (or such other relevant party) (A) such documents and other evidence shall be a condition in form and substance satisfactory to us, (B) all conditions precedent to first utilization of the Interim Facilities specified in paragraph (a)(i) of clause 3.1 (Conditions Precedent) of the Interim Facilities Agreement will, subject to the availability and funding other provisions of clause 3.1 (Conditions Precedent) of the Senior Facility Interim Facilities Agreement, be satisfied and the Interim Facilities will be unconditionally available for utilization, and (C) for the purposes of the Financing Documentation, such documents and other evidence will be accepted by us in satisfaction of the equivalent conditions precedent in the Financing Documentation to those set out in the Interim Facilities Agreement on the Closing Date shall be date of execution of the Specified Representations Financing Documentation once any necessary changes have been made, solely to reflect that funding will occur under the Financing Documentation (and not the Interim Facilities Agreement). Each Commitment Party also confirms that (a) it has completed all client identification procedures in respect of the Borrower, that, in each case, it is required to carry out in connection with making the Term A Facility or, as the case may be, the Interim Facilities available in connection with the Transactions and assuming its other liabilities and performing its obligations under the Commitment Documents (as defined below); and , in compliance with all applicable laws, regulations and internal requirements (including, without limitation, all applicable money laundering rules and “know your customer” requirements and beneficial ownership certifications under the Beneficial Ownership Regulation (as defined below)), (b) it has obtained all necessary approvals (including credit committee approvals and all other relevant internal approvals) to allow it to arrange, manage, underwrite and/or make available the Term A Facility and the Interim Facilities in the amounts specified in this Commitment Letter and/or the Interim Facilities Agreement (as applicable) and does not require any further internal credit sanctions or other approvals in order to arrange, manage and underwrite the Term A Facility or the Interim Facilities (as applicable) in such amounts and (c) it has received, reviewed and is satisfied with the terms of “Synergies Analysis” prepared by Bain and the Loan Documents and any closing deliverables shall be “Financial Due Diligence Report” prepared by KPMG, in each case, in such form provided to us on terms and conditions substantially similar to, and no less favorable to the Borrower in any respect than, the documentation governing the Prepetition RBL Facility immediately or prior to the Closing Date, date of this Commitment Letter and that we will accept in a form such that they do not impair the availability or funding satisfaction of the Senior Facility on the Closing Date if the conditions set forth in Section 6.01 of the Credit Agreement are satisfied (or waived by the Lenders) (it being understood that, to the extent that any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than any security interest in any Collateral which may be perfected by the filing of a financing statement under the Uniform Commercial Code or the delivery of equity certificates (and related equity powers) of the Loan Parties that are part of the Collateral, after the Borrower’s use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral (including, for the avoidance of doubt, deposit accounts and securities accounts) shall not constitute a condition precedent to availability of the availability ofInterim Facilities or, as the case may be, the Lenders’ committed amount Term A Facility requiring delivery of that document an updated version of the Senior Facility on the Closing Date, but instead shall be required to be delivered and/or perfected after the Closing Date within 45 days following the Closing Date (or such later date as may be reasonably agreed between the Administrative Agent and the Borrower); provided that, notwithstanding the foregoing, the Loan Parties shall deliver document that is not substantially different in respects that are materially adverse to the Administrative Agent on the Closing Date executed real property mortgages encumbering substantially all oil and gas properties interests of the Loan Properties, including not less than 95% of the PV-9 value of the oil and gas properties evaluated in the Initial Reserve Report Commitment Parties or Original Interim Lenders (as defined in the Credit Interim Facilities Agreement) (as applicable), in their respective capacities as such under the Term A Facility or the Interim Facilities (as applicable), taken as a whole, under the Financing Documentation or Interim Finance Documents (as applicable), compared to the version of the document accepted by us pursuant to this paragraph or with such amendments or modifications thereto that have been made with the consent or approval of the Lead Arrangers (such consent or approval not to be unreasonably withheld, conditioned or delayed).

Conditions to Commitment. Notwithstanding anything in this The Commitment Letter, the Fee Letter, the Loan Documents or any other letter agreement or other undertaking concerning the financing and undertakings of the transactions contemplated hereby Commitment Parties hereunder are subject solely to the contrary: (a) with respect to the only conditions Term A Facility (but not the commitment to each respective Lender’s Commitments hereunder and provide the availability and funding Interim Facilities or the rights or obligations of the Senior Facility on parties under the Closing Date are those Interim Facilities Agreement or the agreement of any Commitment Party to perform the services under the Interim Facilities Agreement), the conditions set forth in Section 6.01 the sections entitled “Conditions to Closing and Initial Extensions of Credit” in the Term Sheet, and (b) with respect to the Interim Facilities Agreement, paragraph (a) of clause 3.1 (Conditions Precedent) of the Credit Interim Facilities Agreement (together with clause 3.2 (Certain Funds Period) of the Interim Facilities Agreement, and collectively, the “Certain Funds Provisions”); and, upon satisfaction (or waiver by the LendersCommitment Parties) of such conditionsconditions and request for funding by the Borrower, each of the Administrative Agent, the Commitment Parties and the Lenders will execute and deliver the Loan Documents to which it is a party and the initial funding of the Senior Term A Facility and/or the Interim Facilities shall occur; it being understood and agreed that there are no other conditions (implied or otherwise) to the commitments hereunder, including compliance with the terms of this Commitment Letter, the Interim Facilities Agreement, the Fee Letter and the Financing Documentation and the Interim Finance Documents (as defined in the Interim Facilities Agreement). The commitments of the Commitment Parties hereunder or to fund and/or make available the Interim Facilities are subject solely to the availability conditions set forth in the Interim Facilities Agreement (and shall not, for the avoidance of doubt, be subject to any of the conditions set forth in clause (a) of the preceding paragraph, including without limitation the Certain Funds Provisions), and upon satisfaction (or waiver by the Commitment Parties) of such conditions, the initial funding of the Senior Facility on Interim Facilities shall occur in accordance with the Closing DateInterim Facilities Agreement; it being understood and agreed that there are no other conditions (implied or otherwise) to the commitments made available under the Interim Facilities Agreement, including compliance with the terms of this Commitment Letter, the Fee Letter and/or the Financing Documentation. We further refer to the letter, dated on or around the Loan Documents date of this Commitment Letter, relating to the documentary conditions precedent set out in Schedule 3 (other than the conditions set forth in Section 6.01 Conditions Precedent) of the Credit AgreementInterim Facilities Agreement (as such letter may be amended, amended and restated, supplemented, modified or replaced from time to time, the “Interim CP Satisfaction Letter”); . The terms and conditions of the Interim CP Satisfaction Letter shall continue and apply for the purposes of paragraph (a) of clause 3.1 (Conditions Precedent) of the Interim Facilities Agreement and the Financing Documentation once executed and accordingly, we confirm (in our various capacities under the Interim Facilities Agreement and Financing Documentation) that (a) all the documents and evidence referred to in paragraph 2.2(a) of the Interim CP Satisfaction Letter (i) are in form and substance satisfactory to us and (ii) for the purposes of the Financing Documentation, will be accepted by us in satisfaction of the equivalent conditions precedent in the Financing Documentation to those set out in the Interim Facilities Agreement on the date of execution of the Financing Documentation and (b) all the only representations documents and warranties evidence referred to in paragraph 2.2(b) of the accuracy of which Interim CP Satisfaction Letter (i) are in an agreed form and (ii) once executed and/or delivered in such agreed form, as the case may be, by you (or such other relevant party) (A) such documents and other evidence shall be a condition in form and substance satisfactory to us, (B) all conditions precedent to first utilization of the Interim Facilities specified in paragraph (a)(i) of clause 3.1 (Conditions Precedent) of the Interim Facilities Agreement will, subject to the availability and funding other provisions of clause 3.1 (Conditions Precedent) of the Senior Facility Interim Facilities Agreement, be satisfied and the Interim Facilities will be unconditionally available for utilization, and (C) for the purposes of the Financing Documentation, such documents and other evidence will be accepted by us in satisfaction of the equivalent conditions precedent in the Financing Documentation to those set out in the Interim Facilities Agreement on the Closing Date shall be date of execution of the Specified Representations Financing Documentation once any necessary changes have been made, solely to reflect that funding will occur under the Financing Documentation (and not the Interim Facilities Agreement). Each Commitment Party also confirms that (a) it has completed all client identification procedures in respect of the Borrower, that, in each case, it is required to carry out in connection with making the Term A Facility or, as the case may be, the Interim Facilities available in connection with the Transactions and assuming its other liabilities and performing its obligations under the Commitment Documents (as defined below); and , in compliance with all applicable laws, regulations and internal requirements (including, without limitation, all applicable money laundering rules and “know your customer” requirements and beneficial ownership certifications under the Beneficial Ownership Regulation (as defined below)), (b) it has obtained all necessary approvals (including credit committee approvals and all other relevant internal approvals) to allow it to arrange, manage, underwrite and/or make available the Term A Facility and the Interim Facilities in the amounts specified in this Commitment Letter and/or the Interim Facilities Agreement (as applicable) and does not require any further internal credit sanctions or other approvals in order to arrange, manage and underwrite the Term A Facility or the Interim Facilities (as applicable) in such amounts and (c) it has received, reviewed and is satisfied with the terms of ”Synergies Analysis” prepared by Bain and the Loan Documents and any closing deliverables shall be “Financial Due Diligence Report” prepared by KPMG, in each case, in such form provided to us on terms and conditions substantially similar to, and no less favorable to the Borrower in any respect than, the documentation governing the Prepetition RBL Facility immediately or prior to the Closing Date, date of this Commitment Letter and that we will accept in a form such that they do not impair the availability or funding satisfaction of the Senior Facility on the Closing Date if the conditions set forth in Section 6.01 of the Credit Agreement are satisfied (or waived by the Lenders) (it being understood that, to the extent that any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than any security interest in any Collateral which may be perfected by the filing of a financing statement under the Uniform Commercial Code or the delivery of equity certificates (and related equity powers) of the Loan Parties that are part of the Collateral, after the Borrower’s use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral (including, for the avoidance of doubt, deposit accounts and securities accounts) shall not constitute a condition precedent to availability of the availability ofInterim Facilities or, as the case may be, the Lenders’ committed amount Term A Facility requiring delivery of that document an updated version of the Senior Facility on the Closing Date, but instead shall be required to be delivered and/or perfected after the Closing Date within 45 days following the Closing Date (or such later date as may be reasonably agreed between the Administrative Agent and the Borrower); provided that, notwithstanding the foregoing, the Loan Parties shall deliver document that is not substantially different in respects that are materially adverse to the Administrative Agent on the Closing Date executed real property mortgages encumbering substantially all oil and gas properties interests of the Loan Properties, including not less than 95% of the PV-9 value of the oil and gas properties evaluated in the Initial Reserve Report Commitment Parties or Original Interim Lenders (as defined in the Credit Interim Facilities Agreement) (as applicable), in their respective capacities as such under the Term A Facility or the Interim Facilities (as applicable), taken as a whole, under the Financing Documentation or Interim Finance Documents (as applicable), compared to the version of the document accepted by us pursuant to this paragraph or with such amendments or modifications thereto that have been made with the consent or approval of the Lead Arrangers (such consent or approval not to be unreasonably withheld, conditioned or delayed).