Common use of Conditions to Funding Clause in Contracts

Conditions to Funding. The obligations of the Lenders to make any Credit Extension hereunder on the Funding Date are subject to the satisfaction of the following conditions: (a) The Funding Date shall be a Business Day on or before the Long StopLongstop Date. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a legal opinion of Ropes & Xxxx International LLP, New York counsel for the Borrower, in form reasonably acceptable to the Administrative Agent (i) dated the Funding Date, (ii) addressed to the Administrative Agent, the Security Agent and the Lenders and (iii) covering such other matters relating to the Loan Documents and the Existing Transactions as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received: (i) A copy of the Organization Documents of each Loan Party. (ii) In respect of each Loan Party incorporated or established and/or having its registered office in the United States, a certificate of good standing in respect of such Loan Party. (iii) A copy of a resolution of the board or, if applicable, a committee of the board, of directors of each Loan Party (A) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party; (B) authorising a specified person or persons to execute the Loan Documents to which it is a party on its behalf; and (C) authorising a specified person or persons, on its behalf, to sign and/or deliver all documents and notices (including, if relevant, any Borrowing Request) to be signed and/or delivered by it under or in connection with the Loan Documents to which it is a party. (iv) A specimen of the signature of each person authorised by the resolution in relation to the Loan Documents and related documents. (v) A secretary’s certificate of each Loan Party in a form reasonably satisfactory to the Administrative Agent. (d) [Reserved]. (e) The Administrative Agent shall have received, at least three Business Days prior to the Funding Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Initial Lenders at least ten days prior to the Funding Date. (f) The Administrative Agent shall have received the Loan Escrow Agreement duly executed and delivered (or counterparts hereof) by the Borrower. (g) A certificate from the chief financial officer (or other Responsible Officer) of the Borrower, substantially in the form attached as Exhibit I hereto, certifying that the Borrower is Solvent. (h) Each Major Representation is true in all material respects. (i) Solely if the Closing Date has not occurred on the Funding Date, the Administrative Agent shall have received the Escrow Guarantee Agreement duly executed and delivered (or counterparts thereof) by the Escrow Guarantor, the Borrower and the other parties thereto.

Conditions to Funding. The obligations of the Incremental Lenders to make any Credit Extension the Tranche C-5 Term Loans and the Tranche C-6 Term Loans hereunder shall not become effective until the date on the Funding Date are subject to the satisfaction which each of the following conditionsconditions is satisfied: (a) The Funding Date Administrative Agent shall be have received (i) from the Dutch Borrower, at or prior to the time required by Section 2.03 of the Credit Agreement, a Business Day Borrowing Request with respect to the Borrowing of the Tranche C-5 Term Loans and the Tranche C-6 Term Loans that complies with the requirements of Section 2.03 of the Credit Agreement and (ii) from the Dutch Borrower and the Incremental Lenders party hereto, either (A) a counterpart of this Amendment signed on behalf of such party or before (B) written evidence satisfactory to the Long StopLongstop DateAdministrative Agent (which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. (b) The Administrative Agent shall have received, on behalf of itself itself, the Lenders and each Issuing Bank on the Incremental Effective Date, a favorable written opinion of (i) O’Melveny & Xxxxx LLP, special counsel for Holdings and the Lenders, a legal opinion of Ropes & Xxxx International LLP, New York counsel for the BorrowerBorrowers, in form and substance reasonably acceptable satisfactory to the Administrative Agent and its counsel and (iii) local foreign counsel reasonably satisfactory to the Administrative Agent and its counsel as specified on Schedule 2 hereto, in each case (a) dated the Funding Incremental Effective Date, (iib) addressed to the Administrative Agent, the Security Lenders and each Issuing Bank on the Incremental Effective Date and (c) in form and substance reasonably satisfactory to the Administrative Agent and the Lenders and (iii) covering such other matters relating to the Loan Documents and the Existing Amendment Transactions as the Administrative Agent shall reasonably request, and the each of Holdings and each Borrower hereby requests such instructs its counsel to deliver such opinions. (c) The Administrative Agent shall have receivedreceived in the case of each Loan Party each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) A a copy of the Organization Documents certificate or articles of incorporation or limited liability agreement, including all amendments thereto, of each Loan Party. , (a) in the case of a corporation, certified by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official) or (b) in the case of a limited liability company, (i) certified by the Secretary or Assistant Secretary of each such Loan Party or other person duly authorized by such Loan Party or (ii) In respect of each Loan Party incorporated or established and/or having its registered office otherwise in the United States, a certificate of good standing in respect of such Loan Party. (iii) A copy of a resolution of the board or, if applicable, a committee of the board, of directors of each Loan Party (A) approving the terms of, form and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party; (B) authorising a specified person or persons to execute the Loan Documents to which it is a party on its behalf; and (C) authorising a specified person or persons, on its behalf, to sign and/or deliver all documents and notices (including, if relevant, any Borrowing Request) to be signed and/or delivered by it under or in connection with the Loan Documents to which it is a party. (iv) A specimen of the signature of each person authorised by the resolution in relation to the Loan Documents and related documents. (v) A secretary’s certificate of each Loan Party in a form substance reasonably satisfactory to the Administrative Agent; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party or other person duly authorized by such Loan Party dated the Incremental Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or limited liability company agreement, articles of association or other equivalent governing documents) of such Loan Party as in effect on the Incremental Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below; (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of any Borrower, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Incremental Effective Date; (C) that the certificate or articles of incorporation, articles of association or limited liability agreement of such Loan Party have not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above; (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer or other person duly authorized by such Loan Party executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party on the Incremental Effective Date, the authorization of the Amendment Transactions and any other legal matters relating to such Loan Parties or the Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (d) [Reserved]The Administrative Agent shall have received reasonably satisfactory evidence of the continuing first-priority perfected Liens under the Security Documents (to the extent intended thereunder) after giving effect to the Amendment Transactions; provided that with respect to the German Guarantor and the Arkema Acquiror and each Subsidiary Loan Party that is a subsidiary of the German Guarantor or the Arkema Acquiror, such evidence may be delivered after the Amendment Effective Date pursuant to Section 5.14 of the Credit Agreement, as amended by the Amendment; provided, further that each document listed on Schedule 3 hereto may be delivered to the Administrative Agent within ninety (90) days after the Amendment Effective Date (subject to extension by the Administrative Agent in its reasonable discretion). (e) The Administrative Agent shall have receivedreceived a certificate from the chief financial officer of the U.S. Borrower certifying that the U.S. Borrower and its subsidiaries, at least three Business Days prior on a consolidated basis after giving effect to the Funding DateAmendment Transactions, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Initial Lenders at least ten days prior to the Funding Dateare solvent. (f) On the Incremental Effective Date, (i) the conditions set forth in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement shall be satisfied, (ii) the Borrowers shall be in Pro Forma Compliance after giving effect to the Tranche C-5 Term Loans and the Tranche C-6 Term Loans and the application of the proceeds therefrom as if made and applied on the Incremental Effective Date and (iii) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrowers, dated as of the Incremental Effective Date, confirming compliance with the conditions set forth in clauses (i) and (ii) of this paragraph (e). (g) There shall have not have occurred any Material Adverse Change (as defined in the Acquisition Agreement). (h) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Loan Escrow Agreement duly executed and delivered (or counterparts hereof) by Incremental Effective Date pursuant to the Borrower. (g) A certificate from the chief financial officer (or other Responsible Officer) of the Borrower, substantially in the form attached as Exhibit I hereto, certifying that the Borrower is Solvent. (h) Each Major Representation is true in all material respectsFee Letter. (i) Solely if A Reaffirmation Agreement substantially in the Closing Date has not occurred on form of Exhibit A hereto (the Funding Date, the Administrative Agent “Reaffirmation Agreement”) shall have received the Escrow Guarantee Agreement duly been executed and delivered (or counterparts thereof) by each party thereto. Notwithstanding the Escrow Guarantorforegoing, the Borrower obligations of the Incremental Lenders to make Tranche C-5 Term Loans and Tranche C-6 Term Loans shall not become effective unless each of the other parties theretoforegoing conditions is satisfied at or prior to 5:00 p.m., New York City Time on August 15, 2007 (and, in the event such conditions are not so satisfied, this Amendment shall terminate at such time).

Conditions to Funding. The obligations of the Incremental Lenders to make any Credit Extension the Tranche C-7 Term Loans hereunder shall not become effective until the date on the Funding Date are subject to the satisfaction which each of the following conditionsconditions is satisfied: (a) The Funding Date Administrative Agent shall be have received from the Dutch Borrower, at or prior to the time required by Section 2.03 of the Credit Agreement, a Business Day Borrowing Request with respect to the Borrowing of the Tranche C-7 Term Loans that complies with the requirements of Section 2.03 of the Credit Agreement and (ii) from Holdings, the Borrowers and the Incremental Lenders party hereto, either (A) a counterpart of this Amendment signed on behalf of such party or before (B) written evidence satisfactory to the Long StopLongstop DateAdministrative Agent (which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. (b) The Administrative Agent shall have received, on behalf of itself itself, the Lenders and each Issuing Bank on the Second Incremental Effective Date, a favorable written opinion of (i) O’Melveny & Xxxxx LLP, special counsel for Holdings and the Lenders, a legal opinion of Ropes & Xxxx International LLP, New York counsel for the BorrowerBorrowers, in form and substance reasonably acceptable satisfactory to the Administrative Agent and its counsel and (iii) local foreign counsel reasonably satisfactory to the Administrative Agent and its counsel as specified on Schedule 2 hereto, in each case (a) dated the Funding Second Incremental Effective Date, (iib) addressed to the Administrative Agent, the Security Lenders and each Issuing Bank on the Second Incremental Effective Date and (c) in form and substance reasonably satisfactory to the Administrative Agent and the Lenders and (iii) covering such other matters relating to the Loan Documents and the Existing Amendment Transactions as the Administrative Agent shall reasonably request, and the each of Holdings and each Borrower hereby requests such instructs its counsel to deliver such opinions. (c) The Administrative Agent shall have receivedreceived in the case of each Loan Party (other than the German Guarantor and its subsidiaries) each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) A a copy of the Organization Documents certificate or articles of incorporation or limited liability agreement, including all amendments thereto, of each Loan Party. , (a) in the case of a corporation, certified by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official) or (b) in the case of a limited liability company, (i) certified by the Secretary or Assistant Secretary of each such Loan Party or other person duly authorized by such Loan Party or (ii) In respect of each Loan Party incorporated or established and/or having its registered office otherwise in the United States, a certificate of good standing in respect of such Loan Party. (iii) A copy of a resolution of the board or, if applicable, a committee of the board, of directors of each Loan Party (A) approving the terms of, form and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party; (B) authorising a specified person or persons to execute the Loan Documents to which it is a party on its behalf; and (C) authorising a specified person or persons, on its behalf, to sign and/or deliver all documents and notices (including, if relevant, any Borrowing Request) to be signed and/or delivered by it under or in connection with the Loan Documents to which it is a party. (iv) A specimen of the signature of each person authorised by the resolution in relation to the Loan Documents and related documents. (v) A secretary’s certificate of each Loan Party in a form substance reasonably satisfactory to the Administrative Agent; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party or other person duly authorized by such Loan Party dated the Second Incremental Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or limited liability company agreement, articles of association or other equivalent governing documents) of such Loan Party as in effect on the Second Incremental Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below; (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of any Borrower, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Second Incremental Effective Date; (C) that the certificate or articles of incorporation, articles of association or limited liability agreement of such Loan Party have not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above; (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (iii) except with respect to any Loan Party incorporated in Germany, a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer or other person duly authorized by such Loan Party executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party on the Second Incremental Effective Date, the authorization of the Amendment Transactions and any other legal matters relating to such Loan Parties or the Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (d) [Reserved]The Administrative Agent shall have received reasonably satisfactory evidence of the continuing first-priority perfected Liens under the Security Documents (to the extent intended thereunder) after giving effect to the Amendment Transactions; provided that with respect to the German Guarantor and the Arkema Acquiror and each Subsidiary Loan Party that is a subsidiary of the German Guarantor or the Arkema Acquiror, such evidence may be delivered after the Second Incremental Effective Date; provided, further that each document listed on Schedule 3 hereto may be delivered to the Administrative Agent within ninety (90) days after the Second Incremental Effective Date (subject to extension by the Administrative Agent in its reasonable discretion). (e) The Administrative Agent shall have receivedreceived a certificate from the chief financial officer of the U.S. Borrower certifying that the U.S. Borrower and its subsidiaries, at least three Business Days prior on a consolidated basis after giving effect to the Funding DateAmendment Transactions, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Initial Lenders at least ten days prior to the Funding Dateare solvent. (f) On the Second Incremental Effective Date, (i) the conditions set forth in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement shall be satisfied, (ii) the Borrowers shall be in Pro Forma Compliance after giving effect to the Tranche C-7 Term Loans and the application of the proceeds therefrom as if made and applied on the Second Incremental Effective Date and (iii) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrowers, dated as of the Second Incremental Effective Date, confirming compliance with the conditions set forth in clauses (i) and (ii) of this paragraph (f). (g) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Loan Escrow Agreement duly executed and delivered (or counterparts hereof) by Second Incremental Effective Date pursuant to the Borrower. (g) A certificate from the chief financial officer (or other Responsible Officer) of the Borrower, substantially in the form attached as Exhibit I hereto, certifying that the Borrower is SolventFee Letter. (h) Each Major Representation is true A Reaffirmation Agreement substantially in all material respects. the form of Exhibit A hereto (ithe “Reaffirmation Agreement”) Solely if the Closing Date has not occurred on the Funding Date, the Administrative Agent shall have received the Escrow Guarantee Agreement duly been executed and delivered (or counterparts thereof) by each party thereto. Notwithstanding the Escrow Guarantorforegoing, the Borrower and obligations of the other parties theretoIncremental Lenders to make Tranche C-7 Term Loans shall not become effective unless each of the foregoing conditions is satisfied at or prior to 5:00 p.m., New York City Time on August 15, 2007 (and, in the event such conditions are not so satisfied, this Amendment shall terminate at such time).

Conditions to Funding. The obligations of the Incremental Lenders to make any Credit Extension the Term B-4 Loans hereunder on the Funding Date are subject to the satisfaction of the following conditionsconditions precedent on or prior to November 13, 2009: (a) The Funding Date Administrative Agent shall be have received (i) from the Borrower, at or prior to the time required by Section 2.03 of the Credit Agreement, a Business Day Borrowing Request with respect to the Borrowing of the Term B-4 Loans that complies with the requirements of Section 2.03 of the Credit Agreement and (ii) from Holdings, the Borrower and the Incremental Lenders party hereto, either (A) a counterpart of this Amendment signed on behalf of such party or before (B) written evidence satisfactory to the Long StopLongstop DateAdministrative Agent (which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. (b) The Administrative Agent shall have received, on behalf of itself itself, the Collateral Agent, the Lenders and each L/C Issuer on the LendersIncremental Effective Date, a legal written opinion of Ropes (i) O’Melveny & Xxxx International Xxxxx LLP, New York counsel for the BorrowerLoan Parties and (ii) each local counsel specified on Schedule 2 hereto, in form reasonably acceptable to the Administrative Agent each case (ia) dated the Funding Incremental Effective Date, (iib) addressed to the Administrative Agent, the Security Agent and Collateral Agent, the Lenders and each L/C Issuer on the Incremental Effective Date and (iiic) covering such other matters relating in form and substance reasonably satisfactory to the Administrative Agent. The Loan Documents and the Existing Transactions as the Administrative Agent shall reasonably request, and the Borrower Parties hereby requests instruct such counsel to deliver such opinions. (c) The Administrative Agent shall have received: (i) A copy received a certificate from the Chief Financial Officer of the Organization Documents of each Loan Party. (ii) In respect of each Loan Party incorporated or established and/or having its registered office in Borrower confirming the United States, a certificate of good standing in respect of such Loan Party. (iii) A copy of a resolution solvency of the board or, if applicable, Borrower and its subsidiaries on a committee of consolidated basis after giving effect to the board, of directors of each Loan Party (A) approving the terms of, and the transactions contemplated by, the Loan Documents Amendment Transactions in form substantially similar to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party; (B) authorising a specified person or persons to execute the Loan Documents to which it is a party on its behalf; and (C) authorising a specified person or persons, on its behalf, to sign and/or deliver all documents and notices (including, if relevant, any Borrowing Request) to be signed and/or delivered by it under or provided in connection with the Loan Documents to which it is a party. (iv) A specimen closing of the signature of each person authorised by the resolution in relation original Credit Agreement but after giving effect to the Loan Documents borrowing of the Term B-4 Loans and related documents. the application of the proceeds therefrom rather than the “Transactions” (v) A secretary’s certificate of each Loan Party as defined in a form reasonably satisfactory to the Administrative AgentCredit Agreement). (d) [Reserved]On the Incremental Effective Date, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 of the Credit Agreement shall be satisfied and the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower, dated as of the Incremental Effective Date, confirming compliance with such conditions. (e) The Administrative Agent shall have received, at least three Business Days received all fees and other amounts due and payable on or prior to the Funding Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Initial Lenders at least ten days prior Incremental Effective Date pursuant to the Funding DateFee Letter for the benefit of the parties entitled thereto pursuant to the Fee Letter. (f) The Administrative Agent shall have received the Loan Escrow A Reaffirmation Agreement duly executed and delivered (or counterparts hereof) by the Borrower. (g) A certificate from the chief financial officer (or other Responsible Officer) of the Borrower, substantially in the form attached as of Exhibit I A hereto, certifying that together with such changes as are necessary to reflect local law issues (the Borrower is Solvent. (h“Reaffirmation Agreement”) Each Major Representation is true in all material respects. (i) Solely if the Closing Date has not occurred on the Funding Date, the Administrative Agent shall have received the Escrow Guarantee Agreement duly been executed and delivered (or counterparts thereof) by the Escrow Guarantor, the Borrower and the other parties each party thereto.

Conditions to Funding. The obligations of the Lenders Lender to make the Initial Loan and any Credit Extension hereunder Additional Loans shall not become effective until the first date on the Funding Date are subject to the satisfaction which each of the following conditions:conditions is satisfied (or waived in accordance with Section 8.02): (a) The Funding Date Lender shall have received from each party to this Agreement counterparts (in such number as may be a Business Day requested by the Lender) of this Agreement signed on or before the Long StopLongstop Datebehalf of that party. (b) The Administrative Agent If requested by the Lender, the Lender shall have received, on behalf of itself and the Lenders, received a legal opinion of Ropes & Xxxx International LLP, New York counsel for the Borrower, in form reasonably acceptable duly executed Note payable to the Administrative Agent (i) order of the Lender in a principal amount equal to its Commitment dated as of the Funding Date, (ii) addressed to the Administrative Agent, the Security Agent and the Lenders and (iii) covering such other matters relating to the Loan Documents and the Existing Transactions as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinionsdate of this Agreement. (c) The Administrative Agent Lender shall have received:received from each party duly executed counterparts (in such number as may be requested by the Lender) of each of the Subordination Agreement, the Security Agreement, and the Warrant. (d) [Intentionally Omitted.] (e) The Lender shall have received a certificate of the Secretary of the Borrower setting forth (i) A copy resolutions of its board of directors or similar organizational body with respect to the authorization of the Organization Documents of each Loan Party. (ii) In respect of each Loan Party incorporated or established and/or having its registered office in the United States, a certificate of good standing in respect of such Loan Party. (iii) A copy of a resolution of the board or, if applicable, a committee of the board, of directors of each Loan Party (A) approving the terms of, Borrower to execute and the transactions contemplated by, deliver the Loan Documents to which it is a party and resolving that it executeto enter into the transactions contemplated in those documents and to consummate the Transactions, deliver and perform (ii) the Loan Documents officers of the Borrower (A) who are authorized to which it is a party; (B) authorising a specified person or persons to execute sign the Loan Documents to which it is a party on its behalf; and (CB) authorising a specified person who will, until replaced by another officer or personsofficers duly authorized for that purpose, on act as its behalf, to sign and/or deliver all representative for the purposes of signing documents and giving notices (including, if relevant, any Borrowing Request) to be signed and/or delivered by it under or and other communications in connection with this Agreement and the Loan Documents to which it is a party. transactions contemplated hereby, and (iviii) A specimen signatures of the signature of those authorized officers, in each person authorised by the resolution case, certified as being true and complete in relation form and substance reasonably acceptable to the Loan Documents and related documents. (v) A secretary’s certificate of each Loan Party in a form reasonably satisfactory to the Administrative Agent. (d) [Reserved]. (e) Lender. The Administrative Agent shall have received, at least three Business Days prior to the Funding Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Initial Lenders at least ten days prior to the Funding DateLender may conclusively rely on this certificate. (f) The Administrative Agent At the time of and immediately after giving effect to the advance of Loans, no Default or Event of Default shall have received the Loan Escrow Agreement duly executed occurred and delivered (or counterparts hereof) by the Borrowerbe continuing. (g) A certificate from the chief financial officer (or other Responsible Officer) The representations and warranties of the Borrower, substantially in the form attached as Exhibit I hereto, certifying that the Borrower is Solvent. (h) Each Major Representation is each party to each Loan Document shall be true and correct in all material respects. (i) Solely if respects on and as of the Closing Date has not occurred on the Funding Date, except to the Administrative Agent extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall have received the Escrow Guarantee Agreement duly executed be true and delivered (or counterparts thereof) by the Escrow Guarantor, the Borrower and the other parties theretocorrect in all material respects as of such specified earlier date.

Conditions to Funding. The obligations of the Lenders to make any Credit Extension hereunder on the Funding Date are subject to the satisfaction of the following conditions: (a) The Funding Date shall be a Business Day on or before the Long StopLongstop Stop Date. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a legal opinion of Ropes & Xxxx International LLP, New York counsel for the Borrower, in form reasonably acceptable to the Administrative Agent (i) dated the Funding Date, (ii) addressed to the Administrative Agent, the Security Agent and the Lenders and (iii) covering such other matters relating to the Loan Documents and the Existing Transactions as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received: (i) A copy of the Organization Documents of each Loan Party. (ii) In respect of each Loan Party incorporated or established and/or having its registered office in the United States, a certificate of good standing in respect of such Loan Party. (iii) A copy of a resolution of the board or, if applicable, a committee of the board, of directors of each Loan Party (A) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party; (B) authorising a specified person or persons to execute the Loan Documents to which it is a party on its behalf; and (C) authorising a specified person or persons, on its behalf, to sign and/or deliver all documents and notices (including, if relevant, any Borrowing Request) to be signed and/or delivered by it under or in connection with the Loan Documents to which it is a party. (iv) A specimen of the signature of each person authorised by the resolution in relation to the Loan Documents and related documents. (v) A secretary’s certificate of each Loan Party in a form reasonably satisfactory to the Administrative Agent. (d) [Reserved]. (e) The Administrative Agent shall have received, at least three Business Days prior to the Funding Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Initial Lenders at least ten days prior to the Funding Date. (f) The Administrative Agent shall have received the Loan Escrow Agreement duly executed and delivered (or counterparts hereof) by the Borrower. (g) A certificate from the chief financial officer (or other Responsible Officer) of the Borrower, substantially in the form attached as Exhibit I hereto, certifying that the Borrower is Solvent. (h) Each Major Representation is true in all material respects. (i) Solely if the Closing Date has not occurred on the Funding Date, the Administrative Agent shall have received the Escrow Guarantee Agreement duly executed and delivered (or counterparts thereof) by the Escrow Guarantor, the Borrower and the other parties thereto.

Conditions to Funding. The obligations of the Lenders to make any Credit Extension hereunder on the Funding Date are subject to the satisfaction of the following conditions: (a) The Funding Date shall be a Business Day on or before the Long StopLongstop Longstop Date. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a legal opinion of Ropes & Xxxx International LLP, New York counsel for the Borrower, in form reasonably acceptable to the Administrative Agent (i) dated the Funding Date, (ii) addressed to the Administrative Agent, the Security Agent and the Lenders and (iii) covering such other matters relating to the Loan Documents and the Existing Transactions as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received: (i) A copy of the Organization Documents of each Loan Party. (ii) In respect of each Loan Party incorporated or established and/or having its registered office in the United States, a certificate of good standing in respect of such Loan Party. (iii) A copy of a resolution of the board or, if applicable, a committee of the board, of directors of each Loan Party (A) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party; (B) authorising authorizing a specified person or persons to execute the Loan Documents to which it is a party on its behalf; and (C) authorising authorizing a specified person or persons, on its behalf, to sign and/or deliver all documents and notices (including, if relevant, any Borrowing Request) to be signed and/or delivered by it under or in connection with the Loan Documents to which it is a party. (iv) A specimen of the signature of each person authorised authorized by the resolution in relation to the Loan Documents and related documents. (v) A secretary’s certificate of each Loan Party in a form reasonably satisfactory to the Administrative Agent. (d) [Reserved]. (e) The Administrative Agent shall have received, at least three Business Days prior to the Funding Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Initial Lenders at least ten days prior to the Funding Date. (f) The Administrative Agent shall have received the Loan Escrow Agreement duly executed and delivered (or counterparts hereof) by the Borrower. (g) A certificate from the chief financial officer (or other Responsible Officer) of the Borrower, substantially in the form attached as Exhibit I hereto, certifying that the Borrower is Solvent. (h) Each Major Representation is true in all material respects. (i) Solely if the Closing Date has not occurred on the Funding Date, the Administrative Agent shall have received the Escrow Guarantee Agreement duly executed and delivered (or counterparts thereof) by the Escrow Guarantor, the Borrower and the other parties thereto.

Conditions to Funding. The obligations of the Lenders to make any Credit Extension hereunder on the Funding Date are subject to the satisfaction (or waiver by the Lead Arrangers) of the following conditions: (a) The Funding Date shall be a Business Day on or before the Long StopLongstop DateLongstop Date (but no later than January 24, 2021 in the case of the Initial Term Loans. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a legal opinion of Ropes & Xxxx Gxxx International LLP, New York counsel for the Borrower, in form reasonably acceptable to the Administrative Agent (i) dated the Funding Effective Date, (ii) addressed to the Administrative Agent, the Security Collateral Agent and the Lenders and (iii) covering such other matters relating to the Loan Documents and the Existing Transactions as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent (or its counsel) shall have received: (i) A copy of the Organization Documents of each Loan Party. (ii) In respect of each Loan Party incorporated or established and/or having its registered office in the United States, a A certificate of good standing in respect of such each Loan Party. (iii) A copy of a resolution of the board or, if applicable, a committee of the board, of directors of each Loan Party (A) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party; (B) authorising authorizing a specified person or persons to execute the Loan Documents to which it is a party on its behalf; and (C) authorising authorizing a specified person or persons, on its behalf, to sign and/or deliver all documents and notices (including, if relevant, any Borrowing Request) to be signed and/or delivered by it under or in connection with the Loan Documents to which it is a party. (iv) A specimen of the signature of each person authorised by the resolution in relation to the Loan Documents and related documents. (v) A secretary’s certificate or officer’s certificate (as applicable) of each Loan Party in a form reasonably satisfactory to the Administrative Agent. (dvi) [Reserved]A Borrowing Request with respect to the Initial Term Loans and any Revolving Credit Loans to be made on the Funding Date meeting the requirements of Section 2.03 (subject solely to the conditions precedent for such Borrowing set forth in this Section 4.02). (ed) The Administrative Agent shall have received, at least three Business Days prior to the Funding Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActAct and (ii) a Beneficial Ownership Certification for the Borrower to the extent that it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case, that has been reasonably requested by the Initial Lenders at least ten 10 days prior to the Funding Date. (fe) The If the Funding Date occurs prior to the Closing Date, the Administrative Agent shall have received (i) the Loan Escrow Agreement duly executed and delivered (or counterparts hereofthereof) by the Borrower and the Loan Escrow Agent and (ii) the Loan Escrow Guarantee Agreement duly executed and delivered (or counterpart thereof) by the Loan Escrow Guarantor and the Borrower. (i) The Purchase Agreement shall not have been modified, amended or waived in any respect that is material and adverse to the Lead Arrangers or the Lenders without the prior consent of the Lead Arrangers (such consent not to be unreasonably, withheld, delayed or conditioned) and (ii) the Purchase Agreement remains in full force and effect. (g) A certificate from the chief financial officer (or other Responsible Officer) of the Borrower, substantially in the form attached as Exhibit I hereto, certifying that the Borrower is SolventSolvent (after giving effect to the Transactions on a pro forma basis). (h) Each Major Representation and Specified Purchase Agreement Representation (collectively, the “Funding Date Representations”) is true and correct in all material respectsrespects (except for Funding Date Representations that are already qualified by materiality or “Material Adverse Effect”, which representations and warranties shall be true and correct in all respects after giving effect to such materiality or “Material Adverse Effect” qualification) as of the Funding Date (unless such Funding Date Representations relate to an earlier date, in which case, such Funding Date Representations shall have been true and correct in all material respects (except for Funding Date Representations that are already qualified by materiality or “Material Adverse Effect”, which representations and warranties shall be true and correct in all respects after giving effect to such materiality or “Material Adverse Effect” qualification) as of such earlier date); provided that to the extent any of the Specified Purchase Agreement Representations are qualified or subject to “Material Adverse Effect,” the definition thereof shall be “Material Adverse Effect” as defined in the Purchase Agreement for purposes of any such representations and warranties made or to be made on, or as of, the Funding Date. (i) Solely if If the Funding Date occurs on the Closing Date has not occurred on the Funding Date, the Administrative Agent shall have received the Escrow Guarantee Agreement duly executed and delivered (or counterparts thereofi) by the Escrow Guarantor, the Borrower and the Parent Guarantor shall have duly executed the Facility Guaranty, the Pledge and Security Agreement and the Closing Date Intercreditor Agreement Supplement, (ii) all fees and expenses (in the case of expenses, to the extent invoiced at least three Business Days prior to the Closing Date but excluding any legal fees and expenses (except as otherwise reasonably agreed by the Borrower)) required to be paid to the Commitment Parties (as defined in the Commitment Letter) on the Closing Date shall have been paid, (iii) since January 1, 2020, there shall not have occurred or be continuing any “Material Adverse Effect” (as defined in the Purchase Agreement) and (iv) the Disposition shall have been consummated (or shall be consummated substantially concurrently) in accordance with the Purchase Agreement in all material respects. Notwithstanding the foregoing and in the event the Funding Date occurs on the Closing Date, to the extent any security interest in any Collateral of the Borrower or the Parent Guarantor (other parties theretothan to the extent a Lien on such Collateral may be perfected by the filing of a financing statement under the Uniform Commercial Code) is not or cannot be provided and/or perfected on or prior to the Closing Date after the Borrower’s use of commercially reasonable efforts to do so or without undue burden or expense, the provision and/or perfection of security interests in such Collateral shall not constitute a condition precedent to the availability or initial funding of the Term Facilities or Revolving Credit Facilities on or prior to the Closing Date but shall instead be required to be delivered, provided, and/or perfected within 30 days after the Closing Date (or such later date as may be reasonably agreed by the Borrower and the Administrative Agent).

Conditions to Funding. The obligations of the Lenders to make any Credit Extension hereunder on the Funding Date are subject to the satisfaction of the following conditions: (a) The Funding Date shall be a Business Day on or before the Long StopLongstop Stop Date. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a legal opinion of Ropes & Xxxx Gxxx International LLP, New York counsel for the Borrower, in form reasonably acceptable to the Administrative Agent (i) dated the Funding Date, (ii) addressed to the Administrative Agent, the Security Agent and the Lenders and (iii) covering such other matters relating to the Loan Documents and the Existing Transactions as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received: (i) A copy of the Organization Documents of each Loan Party. (ii) In respect of each Loan Party incorporated or established and/or having its registered office in the United States, a certificate of good standing in respect of such Loan Party. (iii) A copy of a resolution of the board or, if applicable, a committee of the board, of directors of each Loan Party (A) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party; (B) authorising a specified person or persons to execute the Loan Documents to which it is a party on its behalf; and (C) authorising a specified person or persons, on its behalf, to sign and/or deliver all documents and notices (including, if relevant, any Borrowing Request) to be signed and/or delivered by it under or in connection with the Loan Documents to which it is a party. (iv) A specimen of the signature of each person authorised by the resolution in relation to the Loan Documents and related documents. (v) A secretary’s certificate of each Loan Party in a form reasonably satisfactory to the Administrative Agent. (d) [Reserved]. (e) The Administrative Agent shall have received, at least three Business Days prior to the Funding Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Initial Lenders at least ten days prior to the Funding Date. (f) The Administrative Agent shall have received the Loan Escrow Agreement duly executed and delivered (or counterparts hereof) by the Borrower. (g) A certificate from the chief financial officer (or other Responsible Officer) of the Borrower, substantially in the form attached as Exhibit I hereto, certifying that the Borrower is Solvent. (h) Each Major Representation is true in all material respects. (i) Solely if the Closing Date has not occurred on the Funding Date, the Administrative Agent shall have received the Escrow Guarantee Agreement duly executed and delivered (or counterparts thereof) by the Escrow Guarantor, the Borrower and the other parties thereto.

Conditions to Funding. The obligations of the Lenders to make any Credit Extension hereunder on the Funding Date are subject to the satisfaction of the following conditions: (a) The Funding Date shall be a Business Day on or before the Long StopLongstop Longstop Date. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a legal opinion of Ropes & Xxxx Gray International LLP, New York counsel for the Borrower, in form reasonably acceptable to the Administrative Agent (i) dated the Funding Date, (ii) addressed to the Administrative Agent, the Security Agent and the Lenders and (iii) covering such other matters relating to the Loan Documents and the Existing Transactions as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received: (i) A copy of the Organization Documents of each Loan Party. (ii) In respect of each Loan Party incorporated or established and/or having its registered office in the United States, a certificate of good standing in respect of such Loan Party. (iii) A copy of a resolution of the board or, if applicable, a committee of the board, of directors of each Loan Party (A) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party; (B) authorising authorizing a specified person or persons to execute the Loan Documents to which it is a party on its behalf; and (C) authorising authorizing a specified person or persons, on its behalf, to sign and/or deliver all documents and notices (including, if relevant, any Borrowing Request) to be signed and/or delivered by it under or in connection with the Loan Documents to which it is a party. (iv) A specimen of the signature of each person authorised authorized by the resolution in relation to the Loan Documents and related documents. (v) A secretary’s certificate of each Loan Party in a form reasonably satisfactory to the Administrative Agent. (d) [Reserved]. (e) The Administrative Agent shall have received, at least three Business Days prior to the Funding Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Initial Lenders at least ten days prior to the Funding Date. (f) The Administrative Agent shall have received the Loan Escrow Agreement duly executed and delivered (or counterparts hereof) by the Borrower. (g) A certificate from the chief financial officer (or other Responsible Officer) of the Borrower, substantially in the form attached as Exhibit I hereto, certifying that the Borrower is Solvent. (h) Each Major Representation is true in all material respects. (i) Solely if the Closing Date has not occurred on the Funding Date, the Administrative Agent shall have received the Escrow Guarantee Agreement duly executed and delivered (or counterparts thereof) by the Escrow Guarantor, the Borrower and the other parties thereto.

Conditions to Funding. The obligations obligation of the Lenders to make any Credit Extension hereunder the Loans on the Funding Closing Date are is subject to the receipt by the Collateral Agent of all fees payable pursuant to Section 2.02 on or before the Closing Date and the receipt by the Collateral Agent and the Lenders of the following documents (in sufficient original counterparts, other than the Notes, for each Lender) and satisfaction of the following conditionsother conditions provided in this Section 6.01, each of which shall be satisfactory to the Collateral Agent and the Lenders in form and substance: (a) The Funding Date shall be a Business Day on A certificate of the Secretary or before an Assistant Secretary of the Long StopLongstop Date. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a legal opinion of Ropes & Xxxx International LLP, New York counsel for the Borrower, in form reasonably acceptable to the Administrative Agent Borrower setting forth (i) dated the Funding Date, (ii) addressed resolutions of its board of directors with respect to the Administrative Agent, the Security Agent and the Lenders and (iii) covering such other matters relating to the Loan Documents and the Existing Transactions as the Administrative Agent shall reasonably request, and authorization of the Borrower hereby requests such counsel to execute and deliver such opinions. (c) The Administrative Agent shall have received: (i) A copy of the Organization Documents of each Loan Party. (ii) In respect of each Loan Party incorporated or established and/or having its registered office in the United States, a certificate of good standing in respect of such Loan Party. (iii) A copy of a resolution of the board or, if applicable, a committee of the board, of directors of each Loan Party (A) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it executeto enter into the transactions contemplated in those documents, deliver and perform (ii) the officers of the Borrower (y) who are authorized to sign the Loan Documents to which it Borrower is a party; party and (Bz) authorising who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the certificate of incorporation and bylaws of the Borrower, certified as being true and complete. The Collateral Agent and the Lenders may conclusively rely on such certificate until the Collateral Agent receives notice in writing from the Borrower to the contrary. (b) A certificate of the Secretary or an Assistant Secretary of any Subsidiary that is a specified person corporation or persons an LLC or a general partner of a Subsidiary that is a partnership or a limited partnership setting forth (i) resolutions of its board of directors with respect to the authorization of the Subsidiary to execute and deliver the Loan Documents to which it is a party on its behalf; and to enter into the transactions contemplated in those documents, (ii) the officers of the Subsidiary (y) who are authorized to sign the Loan Documents to which the Subsidiary is a party and (Cz) authorising a specified person who will, until replaced by another officer or personsofficers duly authorized for that purpose, on act as its behalf, to sign and/or deliver all representative for the purposes of signing documents and giving notices (including, if relevant, any Borrowing Request) to be signed and/or delivered by it under or and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws (and the Regulations if such Subsidiary is an LLC) of the Subsidiary, certified as being true and complete. The Collateral Agent and the Lenders may conclusively rely on such certificate until they receive notice in writing from the Subsidiary to the contrary. (c) A certificate of each partner of each partnership that is a Subsidiary setting forth (i) resolutions of its partners with respect to the authorization of such Subsidiary to execute and deliver the Loan Documents to which it is a party. party and to enter into the transactions contemplated in those documents, (ii) the Persons of such Subsidiary (y) who are authorized to sign the Loan Documents to which such Subsidiary is a party and (z) who will, until replaced by another Person duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized Persons, and (iv) A specimen the partnership agreement of such Subsidiary, certified as being true and complete. The Collateral Agent and the signature of each person authorised by Lenders may conclusively rely on such certificate until they receive notice in writing from the resolution in relation Borrower to the Loan Documents and related documents. (v) A secretary’s certificate of each Loan Party in a form reasonably satisfactory to the Administrative Agentcontrary. (d) [Reserved]Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower, Guarantor(s), and Subsidiaries. (e) The Administrative Agent A compliance certificate which shall have receivedbe substantially in the form of EXHIBIT B, at least three Business Days prior to duly and properly executed by a Responsible Officer and dated as of the Funding Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including date of the USA PATRIOT Act, that has been reasonably requested by the Initial Lenders at least ten days prior to the Funding DateFunding. (f) The Administrative Agent shall have received the Loan Escrow Agreement Notes, duly executed completed and delivered (or counterparts hereof) by the Borrowerexecuted. (g) A certificate from the chief financial officer (or other Responsible Officer) The Security Instruments, including those described on EXHIBIT C, duly completed and executed in sufficient number of the Borrowercounterparts for recording, substantially in the form attached as Exhibit I hereto, certifying that the Borrower is Solventif necessary. (h) Each Major Representation is true An opinion of each of Xxxxxx & Xxxxxx, L.L.P., and Schully, Roberts, Slattery, Jaubert & Marino, PC and Xxxxx Xxxxx, Attorney at Law, counsel to the Borrower, Guarantor and the Subsidiaries, in all material respectsform and substance satisfactory to the Collateral Agent, as to such matters incident to the transactions herein contemplated as the Collateral Agent may reasonably request, including, without limitation, the enforceability of the Mortgages and other Security Instruments and the validity, perfection, and priority of the liens created thereby. (i) Solely if A certificate of insurance coverage of the Closing Date has not occurred on Borrower evidencing that the Funding DateBorrower is carrying insurance in accordance with Section 7.19. (j) Title information as the Collateral Agent may require from attorneys satisfactory to the Collateral Agent setting forth the status of title to at least eighty-five percent (85%) of the value of the Oil and Gas Properties included in the Initial Reserve Report. (k) The Security Instruments and related financing statements covering the Mortgaged Property shall have been delivered to special counsel for the Collateral Agent for filing and recording in the appropriate offices to perfect the Liens and security interests created thereby in accordance with the requirements for perfection provided by the attorneys who have furnished the legal opinions called for in (h) above. (l) Letters in Lieu executed by the Borrower or any Subsidiary, as applicable, and a list of the Administrative purchasers of the Hydrocarbons of the Borrower or any Subsidiary produced from the Borrower's and any of its Subsidiaries' Oil and Gas Properties. (m) The Collateral Agent shall have been furnished with appropriate UCC search certificates reflecting the filing of all financing statements required to perfect the Liens granted by the Security Instruments and reflecting no prior Liens. (n) The organizational chart of Borrower and its Subsidiaries. (o) All consents in form and substance satisfactory to all Lenders and of all Persons required by the Lenders. (p) [RESERVED] (q) Collateral Agent shall have received from the Escrow Guarantee Agreement duly executed Borrower, reviewed, and delivered be satisfied, in Collateral Agent's sole discretion, of the Borrower's and each Subsidiary's (or counterparts thereofi) existing corporate, limited liability company and partnership documents; (ii) annual financial statements; (iii) most recent interim financial statements; (iv) valuation information of assets proposed by the Escrow GuarantorBorrower to secure the Obligations; (v) all lien searches covering any and all of the Mortgaged Property; (vi) other material documents and agreements (including, without limitation, (1) all Material Agreements and (2) all other material documents and other agreements as the Collateral Agent shall have requested) as the Collateral Agent shall have requested; (vii) the legal, corporate, partnership, and capital structure of the Borrower and its Subsidiaries on the Closing Date and after giving effect to the transactions contemplated hereby; (viii) evidence satisfactory to Collateral Agent that prior to or concurrently with the closing, the Borrower shall have executed all necessary documentation with respect to the Credit Facility on terms and conditions satisfactory to the Collateral Agent, together with an intercreditor agreement executed by Collateral Agent, the Lenders, Borrower, and the Credit Facility Agent, containing terms and conditions satisfactory to Collateral Agent and the Senior Credit Agreement shall be in full force and effect; (ix) evidence satisfactory to the Collateral Agent that prior to or concurrently with the Funding, the Borrower shall have received gross cash proceeds from a drawing under the Credit Facility of at least Twenty-One Million Dollars ($21,000,000); (x) evidence satisfactory to Collateral Agent that prior to or concurrently with the closing, the Borrower shall have received gross cash proceeds from the Senior Unsecured Notes to the Borrower of at least One Hundred Thirty Million Dollars ($130,000,000.00) on terms and conditions satisfactory to the Collateral Agent and satisfactory review and approval by Collateral Agent of all loan documents and instruments executed in connection with the Senior Unsecured Notes; (xi) evidence satisfactory to Collateral Agent that concurrent with the closing of this transaction, all Debt of Borrower and its Subsidiaries for borrowed money existing prior to closing, shall have been repaid and/or provided for except for purchase money indebtedness not to exceed $100,000.00 in the aggregate and insurance premium financing notes not to exceed $100,000.00 in the aggregate; and (xii) evidence satisfactory to Collateral Agent that all existing Hedging Agreements executed by the Borrower and its Subsidiaries are acceptable to the Collateral Agent with counterparties acceptable to the Collateral Agent. (r) Such other parties theretoconditions and documents, in form and substance reasonably satisfactory to Collateral Agent, as the Collateral Agent or any Lender or special counsel to the Collateral Agent may reasonably request, including, without limitation, (i) documentation of all environmental and title matters relating to all of the Borrower's Oil and Gas Properties including, without limitation, the Mortgaged Properties and (ii) all Material Agreements. (s) A receipt from The Bank of New York for the funds to be deposited with the Bank of New York in connection with the redemption of the Existing Senior Subordinated Unsecured Notes, such funds to be in the amount specified in the Certificate described in subsection (t) below. (t) A copy of the Officer's Certificate to Trustee to be provided by the Borrower to The Bank of New York in connection with the redemption of the Existing Senior Subordinated Unsecured Notes, such Officer's Certificate to contain, inter alia, a statement of the amount required to be deposited with The Bank of New York in connection with such redemption.